8-KLeadership ChangesAcquisitions & DispositionsCorporate Changes+2

Fidelity National Information Services, Inc. 8-K Report, Acquisition Completed (Jul 31, 2019)

Filed July 31, 2019For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced the completion of its acquisition of Worldpay, Inc. on July 31, 2019. This significant transaction, structured as a merger, involved Worldpay becoming a wholly-owned subsidiary of FIS. The acquisition was primarily an all-stock deal, with Worldpay shareholders receiving a combination of FIS common stock and cash for their shares. This merger marks a pivotal moment for FIS, significantly expanding its scale and capabilities in the payments processing and financial technology sectors. In conjunction with the merger's completion, FIS has also taken steps to integrate Worldpay's operations and leadership. This includes the appointment of key executives from Worldpay into new roles within FIS and the expansion of FIS's Board of Directors to include former Worldpay board members. The company also commenced repayment of approximately $7.5 billion of Worldpay's outstanding debt. Investors should note that FIS has increased its authorized shares to accommodate the stock consideration and has filed relevant registration statements for the securities issued. The company also incorporated Worldpay's financial statements and pro forma information into its filings, providing a basis for assessing the combined entity's financial picture.

Key Highlights

  • 1FIS completed its acquisition of Worldpay, Inc. on July 31, 2019, via a merger agreement.
  • 2Worldpay shareholders received 0.9287 shares of FIS common stock and $11.00 in cash per share of Worldpay common stock.
  • 3The merger significantly expands FIS's presence in the payments processing industry.
  • 4FIS has initiated repayment of approximately $7.5 billion of Worldpay's outstanding debt.
  • 5Key executives from Worldpay, including Stephanie Ferris (appointed COO) and Mark Heimbouch (appointed President, Merchant Solutions), have joined FIS leadership.
  • 6The FIS Board of Directors has been expanded to include five former Worldpay directors.
  • 7FIS amended its articles of incorporation to increase authorized common stock from 600,000,000 to 750,000,000 shares to facilitate the transaction.

Frequently Asked Questions

The merger was structured as a reverse triangular merger where Worldpay, Inc. became a wholly-owned subsidiary of FIS. Worldpay shareholders received a combination of 0.9287 shares of FIS common stock and $11.00 in cash for each share of Worldpay common stock they owned.

FIS is integrating Worldpay's operations, which will significantly increase its revenue and market share in the payment processing industry. The company has also begun repaying approximately $7.5 billion of Worldpay's debt, indicating a substantial financial commitment to this acquisition. Investors should review the incorporated financial statements and pro forma information for a comprehensive understanding of the combined entity's financial health.

FIS has appointed two key Worldpay executives to its leadership team: Stephanie Ferris as Chief Operating Officer and Mark Heimbouch as President, Merchant Solutions. Additionally, the FIS Board of Directors has been expanded to include five former members of Worldpay's board, enhancing the combined company's governance and strategic oversight.

FIS amended its articles of incorporation to increase the number of authorized shares of its common stock from 600,000,000 to 750,000,000. This increase was necessary to accommodate the issuance of FIS common stock as part of the merger consideration to Worldpay shareholders.