01—Abstract
Summary
Summary of the 8-K filed March 18, 2019. Cited figures are marked; the original filing is the authoritative source.
Fidelity National Information Services, Inc. (FIS) has filed an 8-K report announcing a material definitive agreement to acquire Worldpay, Inc. through a merger.
Under the terms of the agreement, Worldpay will merge with a wholly owned subsidiary of FIS, with Worldpay surviving as a wholly owned subsidiary of FIS. The transaction is structured as a stock and cash deal, where each Worldpay Class A common stock will be converted into 0.9287 shares of FIS common stock and $11.00a in cash. This significant acquisition aims to enhance FIS's position in the payment processing and financial technology sectors.
The merger agreement has received unanimous approval from the boards of directors of both FIS and Worldpay. The combined company's governance will see the FIS board expanded, with representation from Worldpay's board, including its CEO. FIS CEO Gary A.
Norcross will continue as Chairman, CEO, and President of the combined entity, while Worldpay CEO Charles D. Drucker will serve as Executive Vice Chairman of the FIS Board for at least one year post-merger. The transaction is subject to customary closing conditions, including shareholder approvals, regulatory clearances, and the effectiveness of relevant filings.
02—Key points
Key Highlights
- FIS to acquire Worldpay, Inc. via a merger agreement.
- Transaction consideration involves a mix of FIS common stock and cash for Worldpay shareholders.
- Worldpay shareholders will receive 0.9287 shares of FIS common stock and $11.00 in cash per Worldpay share.
- The merger is expected to create a combined entity with an expanded board of directors, including representation from Worldpay's leadership.
- FIS CEO Gary A. Norcross will continue as Chairman, CEO, and President; Worldpay CEO Charles D. Drucker to serve as Executive Vice Chairman.
- FIS has secured a $9.5 billion bridge loan facility to finance a portion of the merger consideration and related costs.
- The transaction is subject to customary closing conditions, including shareholder and regulatory approvals.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces a material definitive agreement between Fidelity National Information Services, Inc. (FIS) and Worldpay, Inc. for FIS to acquire Worldpay through a merger. It details the key terms of the merger agreement, the consideration to be paid, governance of the combined company, and conditions to closing.
What is the financial consideration being offered to Worldpay shareholders?
Worldpay shareholders will receive 0.9287 shares of FIS common stock and $11.00 in cash for each share of Worldpay Class A common stock they own. This is a stock-and-cash transaction.
How will the leadership and board of directors be structured after the merger?
The FIS Board of Directors will be expanded to twelve members. It will include seven existing FIS directors (six independent and the FIS CEO) and five designated directors from Worldpay's board (four independent and Worldpay's CEO). FIS CEO Gary A. Norcross will remain CEO and Chairman, and Worldpay CEO Charles D. Drucker will become Executive Vice Chairman of the FIS Board.
How is FIS financing this acquisition?
FIS has entered into a commitment letter for a $9.5 billion senior unsecured bridge term loan facility. The proceeds are intended to finance a portion of the merger consideration, refinance certain Worldpay debt, and cover related transaction costs. FIS expects to replace this bridge financing with permanent financing before the merger closes.
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