Business Context and Reporting Period
This Form 8-K, filed on May 13, 2019, by Fidelity National Information Services, Inc. (FIS), reports on the definitive agreement entered into on March 17, 2019, to acquire all outstanding shares of Worldpay, Inc. The transaction is expected to close in the third quarter of 2019, subject to shareholder approvals and customary regulatory conditions.
Key Financial Metrics
This filing does not contain specific historical revenue, profit, cash flow, or debt figures for FIS or Worldpay within the main text. Instead, it references the following financial documents filed as exhibits:
- Worldpay's audited consolidated financial statements for fiscal years ended December 31, 2018 and 2017 (Exhibit 99.1).
- Worldpay's interim unaudited consolidated financial statements for the quarter ended March 31, 2019 (Exhibit 99.2).
- Unaudited pro forma condensed combined financial statements for FIS and Worldpay as of and for the three months ended March 31, 2019, and for the year ended December 31, 2018 (Exhibit 99.6).
The filing lists FIS's registered securities, including Common Stock (FIS) and various Senior Notes due in 2021, 2022, and 2024.
Material Changes
The primary material change reported is the execution of the merger agreement to acquire Worldpay. This represents a significant strategic shift intended to combine FIS's core banking and payment solutions with Worldpay's global payment processing capabilities. The filing notes that the transaction is subject to customary closing conditions, including competition and regulatory approvals.
Guidance, Outlook, and Risks
Management provided forward-looking statements regarding the expectation to close the transaction in Q3 2019 and the anticipated benefits of the merger. However, the filing includes extensive risk factors that could materially affect the outcome:
- Transaction Risks: Failure to complete the transaction, inability to achieve anticipated cost or revenue synergies, and difficulties in integrating the two companies.
- Operational Risks: Potential customer loss, business disruption, and loss of key employees during the transition.
- Regulatory and Legal Risks: Changes in laws, regulations, or industry requirements, including privacy and cybersecurity laws.
- Market Risks: Economic conditions, currency fluctuations, competitive pressures, and the failure to adapt to new technologies.
- Specific Regional Risks: Risks related to the unwinding of FIS's Brazilian Venture and potential revenue reduction in Brazil.
Investors are urged to read the joint proxy statement/prospectus filed on Form S-4 for detailed information.
Investor Verification Checklist
- Verify the status of regulatory and antitrust approvals required for the Worldpay acquisition.
- Review the unaudited pro forma financial statements (Exhibit 99.6) to understand the combined entity's projected financial position.
- Examine the joint proxy statement/prospectus (Form S-4) for details on the transaction structure and shareholder voting requirements.
- Assess the specific risks related to the integration of Worldpay's operations and the potential for customer attrition.
- Monitor updates regarding the unwinding of FIS's Brazilian Venture and its impact on future revenue.