8-KMaterial AgreementsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Aug 14, 2015)

Filed August 14, 2015For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced a significant acquisition via an Agreement and Plan of Merger with SunGard. This transaction involves a multi-step merger process wherein SunGard will become a wholly-owned subsidiary of FIS. The total consideration for the acquisition includes approximately $2.289 billion in cash and the issuance of roughly 44.66 million shares of FIS common stock. Additionally, FIS will assume SunGard's outstanding debt, estimated at $4.6 billion as of June 30, 2015. This strategic move is expected to significantly expand FIS's market presence and service offerings. The company has secured a $6.9 billion bridge facility from Bank of America and Wells Fargo to finance the transaction. The filing also details support and standstill agreements with SunGard's major stockholders, representing approximately 84% of outstanding shares, who have agreed to vote in favor of the merger and adhere to certain lock-up provisions for the FIS shares received. The consummation of the merger is subject to customary closing conditions, including regulatory approvals and stockholder approval from SunGard and SCCII.

Key Highlights

  • 1FIS enters into a Merger Agreement to acquire SunGard, a major provider of financial software and services.
  • 2The acquisition consideration includes approximately $2.289 billion in cash and 44.66 million shares of FIS common stock.
  • 3FIS will assume approximately $4.6 billion in SunGard's outstanding debt.
  • 4A $6.9 billion bridge financing facility has been secured from Bank of America and Wells Fargo.
  • 5Support and standstill agreements with SunGard's major stockholders (controlling 84% of shares) ensure support for the merger and restrict share transfers post-closing.
  • 6The transaction is structured as a multi-step merger involving several subsidiary entities of FIS.
  • 7Closing conditions include stockholder approvals, regulatory clearances (including antitrust), and the effectiveness of an S-4 registration statement.

Frequently Asked Questions

The total consideration for the acquisition of SunGard comprises approximately $2.289 billion in cash and the issuance of approximately 44.66 million shares of FIS common stock. Additionally, FIS will assume SunGard's outstanding debt, which was around $4.6 billion as of June 30, 2015.

FIS has secured a $6.9 billion bridge financing facility. This facility includes a $4.3 billion backstop facility provided by Bank of America, N.A. and Wells Fargo Bank, National Association, to cover potential funding needs.

Major stockholders of SunGard, collectively holding about 84% of the outstanding Class A Common Stock, Class L Common Stock, and SCCII Preferred Stock, have entered into support and standstill agreements. They have agreed to vote in favor of the merger and have certain restrictions on selling the FIS shares they receive for up to 180 days after the closing.

Key conditions include approval from SunGard and SCCII stockholders, receipt of necessary regulatory approvals (including antitrust clearances like the Hart-Scott-Rodino Act waiting period), the SEC declaring FIS's Form S-4 registration statement effective, and the listing of FIS shares on the New York Stock Exchange.