8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+1

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Jul 9, 2008)

Filed July 9, 2008For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced the completion of a significant corporate action: the spin-off of its Lender Processing Services (LPS) segment as a stand-alone public company. This move was executed through a stock dividend to FIS shareholders on July 2, 2008, with LPS now trading independently on the NYSE under the ticker symbol 'LPS'. The spin-off involved a series of definitive agreements to govern the separation, including terms related to contributions, taxes, employee matters, and transitional services. In conjunction with the spin-off, FIS also restructured its debt. The company exchanged $1.585 billion in LPS debt obligations for its own outstanding Tranche B Term Loans, effectively retiring this debt. The filing also details changes in key executive positions, with several FIS officers moving to LPS, and new officers being appointed to critical finance roles within FIS. Employment agreements and adjustments to stock option and restricted stock grants for both departing and newly appointed executives are also outlined, reflecting the strategic realignment.

Key Highlights

  • 1Completion of the spin-off of Lender Processing Services (LPS) as an independent public company.
  • 2LPS common stock distributed to FIS shareholders on July 2, 2008, and is now trading on the NYSE under 'LPS'.
  • 3FIS exchanged $1.585 billion of LPS debt for its own outstanding Tranche B Term Loans, retiring this debt.
  • 4Several executive departures from FIS to assume leadership roles at LPS, including CFO Jeffrey S. Carbiener.
  • 5Appointment of George P. Scanlon as new Executive Vice President and Chief Financial Officer of FIS.
  • 6Appointment of James W. Woodall as new Senior Vice President, Chief Accounting Officer, and Controller of FIS.
  • 7Details provided on employment agreements for new FIS finance executives, including base salary, bonus targets, and severance provisions.
  • 8Adjustments made to stock option and restricted stock grants for executives to account for the spin-off and stock split.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the completion of the spin-off of Fidelity National Information Services, Inc.'s (FIS) Lender Processing Services (LPS) segment into a separate, publicly traded company. It also detailed related material definitive agreements and executive changes.

FIS shareholders received a stock dividend, meaning they were distributed shares of Lender Processing Services, Inc. (LPS) common stock. For every share of FIS common stock held, shareholders received one-half share of LPS common stock, making LPS a stand-alone public company.

FIS entered into an Exchange Agreement to transfer $1.585 billion in debt obligations of LPS to certain lenders and investment banks. In exchange, FIS received and retired all of its outstanding Tranche B Term Loans, significantly restructuring its debt.

Yes, several key executives departed FIS to assume leadership roles at the newly formed LPS. For instance, the former CFO of FIS, Jeffrey S. Carbiener, became CEO of LPS. FIS also appointed new finance executives, George P. Scanlon as its new Executive Vice President and Chief Financial Officer, and James W. Woodall as Senior Vice President, Chief Accounting Officer, and Controller.