8-KLeadership ChangesMaterial AgreementsOther Events+1

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Oct 27, 2006)

Filed October 27, 2006For Securities:FIS

Summary

This 8-K filing from Fidelity National Information Services, Inc. (FIS) on October 27, 2006, details significant corporate restructuring and leadership changes. Notably, William P. Foley, II has assumed the role of Executive Chairman, alongside other key executive appointments including Executive Vice Presidents of Finance, Strategic Planning, and Legal. These changes are directly linked to the Asset Contribution transaction between FNF and FNT, and the subsequent proposed merger of FNF into FIS. This filing also outlines the execution of new intercompany agreements to govern the operational and financial relationships between the entities post-restructuring. The report emphasizes the termination of previous intercompany agreements and the establishment of new ones, such as a Tax Disaffiliation Agreement and a Cross-Indemnity Agreement, to clarify responsibilities and allocate risks among FIS, FNF, and FNT. These agreements are crucial for maintaining operational continuity and managing financial obligations, especially concerning tax liabilities and potential transaction-related risks, as the corporate entities transition to their new structures.

Key Highlights

  • 1William P. Foley, II appointed as Executive Chairman of FIS.
  • 2Several key executive appointments made, including EVP of Finance, Strategic Planning, and Legal.
  • 3FNT completed the acquisition of substantially all assets and liabilities of FNF in exchange for FNT Class A common stock.
  • 4Termination of prior intercompany agreements and establishment of new agreements between FNT and FIS.
  • 5Execution of a Tax Disaffiliation Agreement to govern tax responsibilities and indemnification between FIS, FNF, and FNT.
  • 6A Cross-Indemnity Agreement was entered into between FNT and FIS to define mutual indemnification for losses arising from various operational and transactional aspects.
  • 7New intellectual property and service-related agreements, including a Transition License Agreement and Master Accounting and Billing Agreement, have been established.

Frequently Asked Questions

This filing announces significant corporate changes within Fidelity National Information Services (FIS), including new executive appointments and board additions, and details the operational and financial agreements established in conjunction with a major asset contribution and a proposed merger involving FNF and FNT.

The new agreements, particularly the Tax Disaffiliation Agreement and Cross-Indemnity Agreement, redefine the tax liabilities and responsibilities between FIS, FNF, and FNT, and establish a framework for mutual indemnification against potential losses. These are critical for managing financial risk and ensuring clear operational alignment as the corporate structures evolve.

The Tax Disaffiliation Agreement fundamentally alters the tax structure. FNT and its subsidiaries will no longer be part of the FNF consolidated federal income tax return or state combined returns with FIS companies. The agreement specifically allocates responsibilities for filing and paying taxes for periods prior to the Asset Contribution and includes indemnification clauses for tax adjustments and potential liabilities arising from the transactions.

The Transition License Agreement grants FIS a limited, one-year license to use the 'Fidelity National Financial' name and 'house' logo. This is intended to facilitate FIS's transition to its own branding and logos by allowing for incidental use of existing FNF materials, while restricting its use in advertising and marketing.