Filing Summary: Fidelity National Information Services, Inc. (FIS)
Business Context and Reporting Period
This Form 8-K Current Report, dated May 21, 2019, details the closing of a significant debt financing transaction by Fidelity National Information Services, Inc. (FIS). The filing reports the completion of offerings for both Euro-Sterling denominated senior notes and U.S. dollar-denominated senior notes. Additionally, the report references an ongoing proposed merger transaction between FIS and Worldpay, noting that a registration statement on Form S-4 was previously filed on April 15, 2019.
Key Financial Metrics and Debt Issuance
The filing focuses on capital structure changes rather than operational performance metrics such as revenue or profit. FIS completed the issuance of the following senior notes on May 21, 2019:
- Euro-Sterling Notes:
- €500 million Floating Rate Senior Notes due 2021.
- €500 million 0.125% Senior Notes due 2021.
- €1.25 billion 0.750% Senior Notes due 2023.
- €1.25 billion 1.500% Senior Notes due 2027.
- €1 billion 2.000% Senior Notes due 2030.
- €500 million 2.950% Senior Notes due 2039.
- £625 million 2.602% Senior Notes due 2025.
- £625 million 3.360% Senior Notes due 2031.
- USD Notes:
- $1 billion 3.750% Senior Notes due 2029.
The filing text does not provide specific values for revenue, operating profit, cash flow, or liquidity ratios. The proceeds from these offerings are intended to refinance existing debt and for general corporate purposes, though specific allocation details are not enumerated in this summary text.
Material Changes
The primary material change reported is the expansion of FIS's debt portfolio through the issuance of approximately €5.5 billion and £1.25 billion in Euro-Sterling notes, plus $1 billion in USD notes. This represents a significant increase in long-term liabilities and alters the company's maturity profile with notes extending to 2039. No material changes to operating results or prior period financial statements are reported in this document.
Outlook, Risks, and Contingencies
Merger Contingency: The filing highlights the proposed merger with Worldpay as a material event. Investors are urged to review the Form S-4 registration statement and the joint proxy statement/prospectus for critical information regarding the transaction. The success of the merger is a key contingency affecting the company's future strategic direction.
Legal and Regulatory: The issuance was conducted pursuant to an Underwriting Agreement with major financial institutions including Barclays, Citigroup, Goldman Sachs, and J.P. Morgan. Legal opinions regarding the validity of the notes were provided by Willkie Farr & Gallagher LLP and Nelson Mullins Riley & Scarborough LLP.
Guidance: This filing does not contain updated financial guidance or management commentary on future earnings or operational outlook.
Investor Verification Checklist
- Verify the total aggregate principal amount of the new debt against the company's total debt load to assess leverage ratios.
- Review the Form S-4 (filed April 15, 2019) and the joint proxy statement/prospectus for details on the proposed FIS-Worldpay merger terms and shareholder approval status.
- Examine the specific covenants within the Supplemental Indentures (Exhibits 4.1 through 4.9) to understand restrictions on future indebtedness or asset sales.
- Confirm the use of proceeds from the $1 billion USD notes and the Euro-Sterling notes to determine if they are funding the merger or refinancing existing obligations.
- Check subsequent filings for any updates on the Worldpay merger timeline or regulatory approvals.