8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Oct 2, 2009)

Filed October 2, 2009For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on October 2, 2009, reporting on two significant events: the completion of its merger with Metavante Corporation and the establishment of new financing arrangements. The merger, effective October 1, 2009, saw Metavante merge into a FIS subsidiary, with Metavante shareholders receiving 1.35 shares of FIS common stock for each Metavante share. This strategic combination is expected to create a larger, more integrated entity in the financial services technology sector. To facilitate the merger and ongoing operations, FIS entered into new debt and securitization agreements. These include a $500 million "FIS Tranche C Term Loan" under the existing FIS Credit Agreement, partly funded by an exchange of Metavante debt. Additionally, FIS established a $145 million (expandable to $200 million) accounts receivable securitization facility. The report also details significant changes in executive leadership, including the appointment of Frank R. Martire as President and CEO and Michael D. Hayford as EVP and CFO, both formerly of Metavante. Furthermore, employment agreements for key executives, including William P. Foley II, Lee A. Kennedy, George Scanlon, and James W. Woodall, were updated or established, outlining compensation, retention bonuses, and severance packages.

Key Highlights

  • 1Completion of the merger between FIS and Metavante Corporation, effective October 1, 2009.
  • 2Metavante shareholders received 1.35 shares of FIS common stock per Metavante share.
  • 3Establishment of a new $500 million FIS Tranche C Term Loan to support the merger.
  • 4Initiation of a $145 million (expandable to $200 million) accounts receivable securitization facility.
  • 5Appointment of Frank R. Martire as President and CEO and Michael D. Hayford as EVP and CFO.
  • 6Restructuring and updating of employment and retention agreements for key executives, including William P. Foley II and Lee A. Kennedy.
  • 7Expansion of FIS's Board of Directors to nine members with the addition of three former Metavante directors.

Frequently Asked Questions

This 8-K filing primarily reports the completion of the merger between Fidelity National Information Services, Inc. (FIS) and Metavante Corporation, along with the establishment of new financing arrangements and changes in executive leadership resulting from the merger.

The merger was financed through a combination of new debt and securitization. Key financing includes a $500 million FIS Tranche C Term Loan, partly funded by an exchange of existing Metavante debt, and a $145 million (expandable to $200 million) accounts receivable securitization facility.

Following the merger, Frank R. Martire, formerly CEO of Metavante, was appointed as the new President and CEO of FIS. Michael D. Hayford, also from Metavante, was appointed as FIS's Executive Vice President and Chief Financial Officer. Additionally, three former Metavante directors joined the FIS Board.

Yes, the filing details updated employment agreements for several key executives, including William P. Foley II, Lee A. Kennedy, George Scanlon, and James W. Woodall. These agreements include new compensation structures, substantial cash retention bonuses, equity awards, and updated severance packages, designed to ensure continuity and incentivize performance post-merger.