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Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Sep 22, 2006)

Filed September 22, 2006For Securities:FIS

Summary

This 8-K filing from Fidelity National Information Services (FIS) on September 22, 2006, details significant structural changes involving its parent company, Fidelity National Financial (FNF). The core of the filing is the Amended and Restated Agreement and Plan of Merger, which outlines a "FIS Merger" where FNF will merge into FIS, with FIS as the surviving entity. This transaction is designed to consolidate operations and simplify the corporate structure. Key to this merger is a "Spin-off" of FNF's non-FIS assets to its subsidiary FNT, followed by a distribution of FNT shares to FNF stockholders. Concurrently, FNF's subsidiary, FNF Leasing, will merge into a FIS subsidiary, resulting in additional FIS shares issued to FNF. These transactions collectively redefine the ownership and operational landscape for both FIS and its former parent, FNF, with implications for shareholder value and corporate governance.

Key Highlights

  • 1FNF to merge with its majority-owned subsidiary FIS, with FIS surviving the "FIS Merger".
  • 2FNF will distribute its non-FIS assets and liabilities to its subsidiary FNT via an "Asset Contribution", followed by a "Spin-off" of FNT shares to FNF stockholders.
  • 3FNF Leasing will merge with a FIS subsidiary in exchange for FIS common stock, impacting the final merger consideration.
  • 4The Amended Merger Agreement modifies the share exchange ratio for FNF stockholders receiving FIS common stock in the merger.
  • 5FIS will repurchase all of its common stock held by FNT and its subsidiaries prior to the spin-off.
  • 6FIS has adopted an Annual Incentive Plan designed for executive retention and performance-based compensation, subject to shareholder approval.
  • 7The consummation of the FIS Merger is contingent on the successful completion of the Leasing Merger.

Frequently Asked Questions

The primary purpose is to merge Fidelity National Financial (FNF) into its subsidiary Fidelity National Information Services (FIS), with FIS as the surviving entity. This is part of a broader restructuring involving a spin-off of FNF's non-FIS assets to simplify the corporate structure and consolidate operations.

FNF stockholders will exchange their FNF common stock for FIS common stock. The exact number of FIS shares received per FNF share (the "Merger Consideration") is detailed in the Amended Merger Agreement and depends on the outcome of the FNF Leasing merger with a FIS subsidiary.

The "Spin-off" involves FNF contributing its non-FIS assets to its subsidiary FNT and then distributing FNT shares to FNF stockholders. This occurs before the FIS Merger and is a necessary step in preparing for the merger and restructuring the company's holdings.

Yes, FIS has adopted an Annual Incentive Plan aimed at attracting and retaining executives by providing performance-based financial incentives. This plan is subject to shareholder approval and is intended to qualify for tax-deductible compensation.