8-KMaterial AgreementsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Aug 25, 2015)

Filed August 25, 2015For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on August 25, 2015, reporting a material definitive agreement concerning the sixth amendment to their credit agreement. This amendment is directly tied to the company's pending acquisition of SunGard. Key changes include an adjustment to the maximum leverage ratio covenant, temporarily increasing it to 4.25x to accommodate the acquisition financing and then stepping down thereafter. Notably, debt raised for the SunGard acquisition will be excluded from leverage ratio calculations until the acquisition closes, providing financial flexibility during this significant transaction. Further details indicate that borrowing revolving loans to fund the SunGard acquisition on the closing date will have limited conditionality. The amendment also outlines provisions for a springing guaranty from the issuer of SunGard Notes if they remain in place post-acquisition. Investors should note that this filing primarily concerns the financial structuring around the SunGard acquisition and provides transparency on the revised debt covenants supporting this strategic move.

Key Highlights

  • 1FIS entered into a Sixth Amendment to its Credit Agreement on August 21, 2015, to facilitate the pending acquisition of SunGard.
  • 2The Maximum Leverage Ratio covenant was temporarily increased to 4.25x to accommodate the SunGard acquisition financing.
  • 3Debt incurred to finance the SunGard Acquisition will be disregarded in leverage ratio calculations until the acquisition's closing date.
  • 4Revolving loans for the SunGard acquisition financing on the closing date will be subject to customary limited conditionality.
  • 5A springing guaranty from the SunGard Notes issuer may become effective post-acquisition under certain conditions.
  • 6The amendment includes other standard revisions to the existing credit agreement.
  • 7FIS also provided additional information for SunGard stockholders regarding the upcoming filing of a Registration Statement on Form S-4.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material definitive agreement, specifically the Sixth Amendment to Fidelity National Information Services, Inc.'s (FIS) Credit Agreement. This amendment is crucial for facilitating the financing and closing of FIS's pending acquisition of SunGard.

The amendment adjusts the Maximum Leverage Ratio covenant. It temporarily increases the ratio to 4.25x for the closing of the SunGard acquisition and then steps down. Importantly, any debt raised specifically to finance the SunGard acquisition will not be included in the calculation of the Maximum Leverage Ratio until the acquisition closes, providing FIS with necessary flexibility.

Yes, the amendment includes provisions allowing borrowing of revolving loans to finance the SunGard acquisition on the closing date, subject to limited and customary conditionality for acquisition financings. It also addresses a potential springing guaranty related to SunGard Notes if they remain outstanding after the acquisition.

FIS intends to file a Registration Statement on Form S-4, which will include a consent solicitation statement for SunGard stockholders. These documents, along with other relevant materials, will be available free of charge on the SEC's website (www.sec.gov) and FIS's website (www.fisglobal.com). Investors are urged to read these materials when available, as they will contain important information about the transaction.