Worldpay launches notes in resized $2.18 billion and £600 million tranches; pricing Wednesday

By Paul A. Harris

Portland, Ore., Sept. 20 – Dealers launched approximately $2.9 billion equivalent of senior secured notes due Jan. 15, 2031 (Ba3/BB/BBB-), coming is support of the Worldpay buyout, in resized tranches on Wednesday, according to market sources.

Tranche size changes reflect a shift of proceeds to the dollar-denominated tranche from the sterling-denominated tranche.

An upsized $2.175 billion tranche of GTCR W-2 Merger Sub LLC notes launched at 7½%, at the tight end of 7½% to 7 5/8% price talk (initial guidance was in the high 7% area). The dollar-denominated tranche increased from $2 billion.

A downsized £600 million tranche of GTCR W Dutch Finance Sub BV notes launched at 8½%, at the tight end of the 8½% to 8 5/8% price talk (initial guidance was in the high-8% area). The sterling-denominated tranche decreased from £700 million.

Final terms are expected later Wednesday.

The notes in both Rule 144A and Regulation S for life tranches become callable after three years at par plus 50% of the respective coupons.

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities LLC, Deutsche Bank Securities Inc., UBS Securities LLC, Fifth Third Securities Inc., BMO Capital Markets Corp., Capital One Securities Inc., Citizens Capital Markets Inc., Lloyds Securities Inc., MUFG Securities Americas Inc., Stifel Nicolaus & Co. Inc. and Truist Securities Inc. are the joint bookrunners.

JPMorgan is the left bookrunner for the dollar-denominated notes, for which it will bill and deliver. Goldman Sachs is the left bookrunner for the sterling-denominated notes, for which it will bill and deliver.

In conjunction with changes to the bond portion of the Worldpay buyout financing, the concurrent term loans also underwent 11th hour changes, sources said.

The dollar-denominated term loan upsized to $5.2 billion from $5 billion. The euro-denominated term loan size remained unchanged at €500 million.

Proceeds from the bonds and loans, plus sponsor equity, will be used to help fund the acquisition by GTCR of a 55% stake in the company from Fidelity National Information Services Inc. (FIS) in a transaction that values the business at $18.5 billion. FIS will receive upfront net proceeds of about $11.7 billion and will retain the remaining 45% stake in the company.

Additional proceeds will be used to reduce sponsor equity by $250 million.

Worldpay is a Cincinnati-based provider of payment processing solutions.

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