8-KOther EventsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Corporate Update (May 13, 2019)

Filed May 13, 2019For Securities:FIS

Summary

This Form 8-K filing by Fidelity National Information Services, Inc. (FIS) primarily serves to provide investors with crucial financial information regarding the proposed acquisition of Worldpay, Inc. The filing details the exhibits attached, which include Worldpay's historical audited and unaudited financial statements, management's discussion and analysis, information on business operations and regulatory matters, and importantly, unaudited pro forma combined financial statements of FIS and Worldpay. These pro forma statements are essential for investors to understand the potential financial profile of the combined entity, giving effect to the acquisition as if it had already occurred. The acquisition, previously announced on March 17, 2019, is a significant strategic move for FIS. The filing reiterates that the transaction is expected to close in the third quarter of 2019, subject to shareholder approvals and customary closing conditions. Investors should pay close attention to the extensive list of forward-looking statements and associated risks, which highlight potential challenges in integration, synergy realization, and market conditions. The company also directs readers to a more comprehensive registration statement (Form S-4) for additional details and information regarding the transaction and related solicitations.

Key Highlights

  • 1FIS is providing extensive financial documentation for Worldpay, Inc. to support its proposed acquisition.
  • 2The filing includes audited and unaudited financial statements for Worldpay for relevant periods up to March 31, 2019.
  • 3Unaudited pro forma condensed combined financial statements for FIS and Worldpay are included, offering a glimpse into the combined entity's financial position.
  • 4The acquisition of Worldpay is expected to close in the third quarter of 2019, pending shareholder approvals and regulatory conditions.
  • 5The report details numerous forward-looking statements and associated risks related to the integration and performance of the combined company.
  • 6Investors are directed to a Form S-4 registration statement for more in-depth information on the merger and proxy solicitation.
  • 7The filing also includes information on Worldpay's business operations and certain material regulatory matters.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with key financial information and documentation related to Fidelity National Information Services, Inc.'s (FIS) proposed acquisition of Worldpay, Inc. This includes Worldpay's financial statements, management's discussion and analysis, and pro forma combined financial statements.

The acquisition of Worldpay by FIS is currently expected to close in the third quarter of 2019, subject to the approval of shareholders from both companies and the satisfaction of other customary closing conditions, including regulatory approvals.

Key risks highlighted include the possibility that the transaction may not be completed or provide expected benefits, difficulties in integrating FIS and Worldpay, potential customer loss or business disruption during integration, the risk of unforeseen liabilities, and broader economic, regulatory, and competitive pressures affecting the financial services industry.

Investors can find more detailed information about the proposed merger in the registration statement on Form S-4 filed by FIS with the SEC on April 15, 2019. This document includes a joint proxy statement/prospectus and other relevant filings available on the SEC's website or FIS's investor relations portal.