8-KOther EventsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Corporate Update (Oct 10, 2006)

Filed October 10, 2006For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on October 10, 2006, primarily announcing significant developments related to its previously announced spin-off of FNT shares and the merger with FNF. A key event was the receipt of a private letter ruling from the IRS confirming the tax treatment of these transactions. This ruling is crucial for investors as it provides clarity and certainty regarding the tax implications of the upcoming corporate restructuring. Furthermore, FNF declared dividend and record dates for the FNT spin-off, contingent on certain conditions being met. While the IRS ruling addressed specific tax aspects, FNF still requires a favorable opinion from its tax advisor on other related issues as a condition to the merger, as outlined in the proxy statement/prospectus. Investors should monitor these conditions closely as they impact the completion of the merger and the effective separation of FNT.

Key Highlights

  • 1FIS's parent company, FNF, received a private letter ruling from the IRS regarding the tax treatment of the FNT spin-off and the FNF/FIS merger.
  • 2The IRS ruling provides important clarity on the tax implications for shareholders involved in these transactions.
  • 3FNF declared dividend and record dates for the spin-off of FNT shares, subject to certain conditions.
  • 4The merger between FNF and FIS remains contingent on FNF receiving a favorable tax opinion from its advisor on specific issues not covered by the IRS private letter ruling.
  • 5The filing includes a press release dated October 9, 2006, as Exhibit 99.1 detailing these events.
  • 6Jeffrey S. Carbiener, EVP and CFO of FIS, signed the report.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Fidelity National Financial (FNF), the parent company, has received a private letter ruling from the IRS regarding the tax treatment of the FNT spin-off and the merger of FNF with FIS. It also announces the declaration of dividend and record dates for the FNT spin-off.

The IRS private letter ruling provides investors with crucial certainty about the tax consequences of the FNT spin-off and the FNF/FIS merger. This confirmation from the IRS is generally positive, indicating that the transactions are expected to be treated as intended for tax purposes, likely meaning the spin-off will be tax-free to shareholders.

Yes, while the IRS ruling addresses certain tax aspects, the merger between FNF and FIS is still contingent on FNF receiving a favorable tax opinion from its tax advisor covering specific issues that the IRS typically does not rule on, as detailed in the proxy statement/prospectus.

FNT refers to Fidelity National Title, which is a company that FNF (the parent of FIS at the time) was spinning off. The filings relate to the corporate restructuring involving FNF, FIS, and FNT.