8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Feb 6, 2006)

Filed February 6, 2006For Securities:FIS

Summary

This Form 8-K filing by Fidelity National Information Services, Inc. (FIS) on February 6, 2006, details the significant corporate events and material agreements following the consummation of a merger with Former FIS (Fidelity National Information Services, Inc., a Delaware corporation) on February 1, 2006. The merger effectively resulted in a reverse acquisition, with Former FIS shareholders now holding approximately 67.4% of the outstanding common stock of the combined entity, which was formerly Certegy Inc. and has now been renamed Fidelity National Information Services, Inc. and trades under the ticker symbol FIS. The filing outlines the new debt structure, including a significant credit facility inherited from Former FIS, updated stock incentive plans, and amendments to executive change-in-control agreements. The report also details numerous agreements entered into or amended concurrently with the merger, primarily between the newly formed FIS and its significant shareholder, Fidelity National Financial, Inc. (FNF), and FNF's subsidiary, Fidelity National Title Group, Inc. (FNT). These agreements cover a wide range of operational aspects, including corporate services, IT services, intellectual property licensing, real estate matters, and employee benefits, reflecting the complex integration of the two businesses and the ongoing relationship with FNF.

Key Highlights

  • 1Fidelity National Information Services, Inc. (FIS) completed its merger with Former FIS on February 1, 2006, renaming itself from Certegy Inc. and changing its ticker symbol to FIS.
  • 2The transaction is treated as a reverse acquisition for accounting purposes, with Former FIS shareholders now owning approximately 67.4% of the combined company.
  • 3The combined entity assumed a significant debt load under Former FIS's senior credit facilities, totaling approximately $2.8 billion (initially) with $2.55 billion outstanding post-merger, subject to amortization and covenants.
  • 4Key executive roles were affirmed with Lee A. Kennedy as President and CEO and Jeffrey S. Carbiener as EVP and CFO, following changes in the Board of Directors composition.
  • 5The filing details extensive intercompany agreements between the new FIS and its major shareholder FNF, and FNF's subsidiary FNT, governing services, IT, intellectual property, and real estate.
  • 6New stock incentive plans, the Amended and Restated Certegy Inc. Stock Incentive Plan and the assumed Fidelity National Information Services, Inc. 2005 Stock Incentive Plan, were established, with increased share authorizations and modified individual award limits.
  • 7The company terminated its prior revolving credit facility and Annual Incentive Plan in conjunction with the merger and new financing arrangements.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the material events and corporate changes resulting from the completion of the merger between Certegy Inc. (now renamed Fidelity National Information Services, Inc.) and Former FIS (Fidelity National Information Services, Inc., a Delaware corporation) on February 1, 2006.

For accounting and financial reporting purposes, the merger is treated as a reverse acquisition of Certegy Inc. by Former FIS. Following the merger, Former FIS stockholders collectively own approximately 67.4% of the outstanding common stock of the combined entity, indicating control lies with the former FIS shareholders, with Fidelity National Financial, Inc. (FNF) holding approximately 50.7%.

The combined company became a co-borrower and guarantor under Former FIS's senior credit facilities. These facilities consist of approximately $2.8 billion in term loans and a $400 million revolving credit facility, led by Bank of America. As of the report date, the outstanding principal balance on the term loan facilities was approximately $2.55 billion.

Numerous agreements were entered into or amended between the new FIS, its major shareholder FNF, and FNF's subsidiary FNT. These cover critical areas such as corporate services, IT infrastructure and support, intellectual property licensing, real estate leasing, and employee benefit plans, ensuring continued operational integration and relationships post-merger.