8-KRegulation FDOther EventsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jul 6, 2010)

Filed July 6, 2010For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on July 6, 2010, detailing significant corporate actions impacting its investors and employees. The report announces a temporary suspension of trading, commonly known as a "blackout period," under the Company's qualified retirement plans. This suspension is directly related to a tender offer for FIS common stock, allowing for the processing of employee elections regarding the tender offer. The tender offer aims to repurchase up to $2.5 billion of the Company's common stock. Concurrently, FIS announced its intention to privately offer $1.2 billion in senior notes to qualified institutional buyers and certain non-U.S. persons, with maturities between 7 to 10 years. The company also reaffirmed its outlook for the second quarter of 2010. These actions indicate a strategic move by FIS to manage its capital structure and shareholder value.

Key Highlights

  • 1FIS announced a temporary trading suspension (blackout period) for its 401(k) and other retirement plans, effective July 30, 2010, through the week of August 9, 2010.
  • 2The blackout period is necessary to process participant elections related to a tender offer for the Company's common stock.
  • 3FIS launched a tender offer to purchase up to $2.5 billion of its common stock.
  • 4The Company announced its intention to privately offer $1.2 billion aggregate principal amount of senior notes.
  • 5The senior notes will have maturities between 7 to 10 years and are offered to qualified institutional buyers and certain non-U.S. persons.
  • 6FIS reaffirmed its outlook for the second quarter of 2010.
  • 7The blackout period complies with Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR.

Frequently Asked Questions

The trading suspension, or "blackout period," is implemented to facilitate the processing of employee elections related to a tender offer that FIS has commenced for its own common stock. This ensures orderly processing of participant decisions regarding the tender offer.

The blackout period is expected to begin on Friday, July 30, 2010, at 4:00 p.m. Eastern Time, and conclude during the week of August 9, 2010. Investors can obtain the actual ending date by contacting the designated individuals at FIS.

The tender offer allows FIS to repurchase up to $2.5 billion of its stock, which could potentially increase earnings per share for remaining shareholders. The issuance of $1.2 billion in senior notes suggests FIS is raising capital, possibly to fund the tender offer or other strategic initiatives, which may impact its debt levels and financial leverage.

The filing mentions a reaffirmation of the outlook for the second quarter of 2010, indicating that FIS anticipates meeting its previously stated financial targets for that period. However, the specific details of this outlook are not provided in this 8-K and would be found in the referenced press release (Exhibit 99.2).