8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Acquisition Completed (Dec 1, 2015)

Filed December 1, 2015For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) has announced the completion of its acquisition of SunGard on November 30, 2015. This significant transaction was executed through a series of mergers, bringing SunGard and its subsidiaries under FIS's ownership. The acquisition was funded through a combination of existing cash reserves, proceeds from a $4.5 billion senior unsecured note issuance in October 2015, and a new $1.5 billion Term Loan Credit Facility drawn on November 30, 2015. FIS also assumed approximately $4.7 billion in SunGard debt as part of the deal. This acquisition is expected to materially alter FIS's financial profile and operational footprint. Investors should pay close attention to the integration of SunGard's business into FIS, the realization of expected synergies, and the impact of the increased debt load on the company's leverage and profitability. The filing also incorporates by reference previously filed financial statements of SunGard and provides unaudited pro forma combined financial data, offering a glimpse into the potential scale of the combined entity.

Key Highlights

  • 1FIS completed the acquisition of SunGard and its subsidiaries on November 30, 2015, through a complex series of mergers.
  • 2The acquisition was financed through a mix of cash, a $4.5 billion senior unsecured note issuance (October 2015), and a new $1.5 billion Term Loan Credit Facility (November 2015).
  • 3FIS repaid approximately $4.7 billion in SunGard debt as part of the transaction.
  • 4SunGard's Class L common stock and SCCII preferred stock were converted into approximately 41.84 million shares of FIS common stock and $2,231 million in cash.
  • 5Unvested SunGard RSUs were exchanged for approximately 2.40 million shares of FIS common stock.
  • 6The filing incorporates by reference previously filed financial statements of SunGard and includes unaudited pro forma combined financial data for the merged entity.
  • 7The company has created a direct financial obligation by borrowing $1.5 billion under the Term Loan Credit Agreement to fund the acquisition and related expenses.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to report the completion of Fidelity National Information Services, Inc. (FIS)'s acquisition of SunGard and its subsidiaries.

FIS financed the acquisition through a combination of available cash, proceeds from a $4.5 billion senior unsecured note issuance in October 2015, and a new $1.5 billion Term Loan Credit Facility entered into on November 30, 2015. These funds covered the cash portion of the merger consideration, the repayment of SunGard's debt, and transaction expenses.

The acquisition significantly increases FIS's scale and debt levels. Approximately $4.7 billion of SunGard's debt was repaid, and FIS funded a substantial cash portion of the merger consideration. Investors should look to the pro forma financial statements for an indication of the combined entity's financial position and review future filings for details on integration and performance.

Outstanding shares of SunGard Class L common stock and SCCII preferred stock, along with vested options and certain equity awards, were converted into approximately 41.84 million shares of FIS common stock and $2,231 million in cash. Unvested SunGard RSUs were exchanged for approximately 2.40 million shares of FIS common stock.