8-KOther EventsExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Corporate Update (May 17, 2019)

Filed May 17, 2019For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on May 17, 2019, to report on significant debt offerings that closed on May 14, 2019. The company issued a substantial amount of new senior notes, denominated in both Euros (€) and Pounds Sterling (£), totaling €5.75 billion across various maturities and interest rates, as well as $1 billion in U.S. Dollar senior notes. These offerings are part of FIS's broader strategy and are being conducted under its existing shelf registration statement. Investors should note that these debt issuances are occurring in the context of FIS's proposed merger with Worldpay, Inc., and the report includes cautionary statements regarding the potential risks and uncertainties associated with both the debt offerings and the integration of the two companies. The primary takeaway for investors is FIS's proactive capital management and financing strategy, aimed at supporting its growth initiatives and corporate actions. The substantial debt issuance indicates a significant use of leverage, which investors should consider in conjunction with the company's overall financial health and the strategic benefits anticipated from the Worldpay acquisition. The filing also serves as a reminder of the forward-looking nature of many corporate disclosures and the inherent risks involved in large-scale mergers and financing activities.

Key Highlights

  • 1FIS entered into underwriting agreements on May 14, 2019, for the issuance of a significant volume of senior notes.
  • 2Total issuance includes €5.75 billion in Euro and Sterling denominated Senior Notes across various maturities (2021, 2023, 2025, 2027, 2030, 2031, 2039).
  • 3Additionally, $1 billion in U.S. Dollar denominated Senior Notes due 2029 were issued.
  • 4The offerings are being conducted under FIS's existing shelf registration statement (Form S-3ASR).
  • 5The closing of these note offerings was expected on May 21, 2019, subject to customary conditions.
  • 6The debt issuances are relevant to the proposed merger between FIS and Worldpay, Inc.
  • 7The filing includes a 'Statement Regarding Forward-Looking Information' highlighting risks associated with the transactions and integration.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report on the Underwriting Agreements entered into by FIS for the issuance and sale of a substantial amount of Euro, Sterling, and U.S. Dollar denominated Senior Notes.

FIS issued a total of €5.75 billion in Euro and Sterling Senior Notes across multiple tranches and maturities, and $1 billion in U.S. Dollar Senior Notes.

Yes, the filing explicitly mentions these debt issuances are occurring in the context of the proposed merger transaction between FIS and Worldpay, Inc. While not explicitly stated as the sole purpose, such large financing activities often support significant corporate actions like acquisitions.

The filing includes a forward-looking statement section that details numerous risks. These include the risk that the transactions (both the debt issuance and the Worldpay merger) may not be completed or provide expected benefits, potential difficulties in integrating Worldpay, customer loss, unforeseen liabilities, and general economic or market condition changes.