8-KAcquisitions & DispositionsMaterial AgreementsOther Events+1

Fidelity National Information Services, Inc. 8-K Report, Agreement Terminated (Nov 9, 2006)

Filed November 9, 2006For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) has filed an 8-K report detailing the completion of its merger with Fidelity National Financial, Inc. (Old FNF) on November 9, 2006. This significant corporate event results in Old FNF merging with and into FIS, with Old FNF shareholders receiving approximately 50.6% of the combined company's common stock. The merger effectively dissolves the separate corporate existence of Old FNF and terminates previously existing shareholder agreements that governed the relationship between FIS and its shareholders, including Old FNF. In conjunction with the merger, FIS has also addressed the dissolution and restructuring of intercompany agreements with Old FNF and Fidelity National Financial, Inc. (New FNF). Several material definitive agreements with Old FNF were terminated, and new or amended agreements were established with New FNF to govern various operational aspects, including corporate services, property management, leases, telecommunications, and aircraft cost sharing. These arrangements are designed to reflect the post-merger corporate structure and ensure the proper allocation of rights and obligations. The filing also incorporates by reference the financial statements of the acquired entity (Old FNF) and provides unaudited pro forma combined financial data.

Key Highlights

  • 1Completion of the merger between Fidelity National Information Services, Inc. (FIS) and Fidelity National Financial, Inc. (Old FNF) effective November 9, 2006.
  • 2Old FNF shareholders received approximately 50.6% of FIS's outstanding common stock as a result of the merger.
  • 3Termination of the Shareholders Agreement dated September 14, 2005, which previously governed certain restrictions and governance arrangements.
  • 4Replacement of Old FNF stock options and restricted stock awards with equivalent FIS awards, subject to equitable adjustments.
  • 5Termination of several intercompany agreements with Old FNF.
  • 6Establishment of new or amended intercompany agreements with Fidelity National Financial, Inc. (New FNF) for services like corporate support, property management, leases, telecommunications, and aircraft cost sharing.
  • 7Inclusion of Old FNF's historical financial statements and unaudited pro forma combined financial data for the merged entity.

Frequently Asked Questions

The main event is the completion of the merger between Fidelity National Information Services, Inc. (FIS) and Fidelity National Financial, Inc. (Old FNF) on November 9, 2006, where Old FNF merged with and into FIS.

Upon completion of the merger, each shareholder of Old FNF received 0.537410 shares of FIS common stock for each share of Old FNF common stock they held. This resulted in Old FNF shareholders collectively owning approximately 50.6% of the issued and outstanding FIS common stock.

Several material definitive agreements with Old FNF, including the Shareholders Agreement, were terminated. Intercompany agreements with Old FNF were also terminated. New or amended intercompany agreements were put in place with Fidelity National Financial, Inc. (New FNF) to govern post-merger operational relationships, covering areas like corporate services, property, and telecommunications.

Yes, the filing incorporates by reference the financial statements of the acquired business (Old FNF) from its prior Form 10-K and Form 10-Q filings. Additionally, unaudited pro forma combined financial data for the merged company is provided as an exhibit.