Business Context and Reporting Period
This Form 8-K filing by Fidelity National Information Services, Inc. (FIS) is dated May 14, 2019. The report details the entry into underwriting agreements for the issuance of new senior notes in multiple currencies. The filing also references the ongoing proposed merger transaction between FIS and Worldpay, Inc., noting that a registration statement on Form S-4 was filed on April 15, 2019.
Key Financial Metrics and Debt Issuance
The filing does not provide revenue, profit, cash flow, or margin data for the reporting period. The primary financial activity disclosed is the issuance of new debt instruments with an expected closing date of May 21, 2019.
| Currency | Instrument Type | Principal Amount | Coupon Rate | Maturity |
|---|---|---|---|---|
| EUR | Floating Rate Senior Notes | €500 million | Floating | 2021 |
| EUR | Senior Notes | €500 million | 0.125% | 2021 |
| GBP | Senior Notes | £1.25 billion | 0.750% | 2023 |
| GBP | Senior Notes | £1.25 billion | 1.500% | 2027 |
| EUR | Senior Notes | €1 billion | 2.000% | 2030 |
| EUR | Senior Notes | €500 million | 2.950% | 2039 |
| GBP | Senior Notes | £625 million | 2.602% | 2025 |
| GBP | Senior Notes | £625 million | 3.360% | 2031 |
| USD | Senior Notes | $1 billion | 3.750% | 2029 |
Material Changes
The filing does not report material changes to historical financial performance compared to prior periods. The material change is the expansion of the company's debt capital structure through the Euro-Sterling and USD underwriting agreements.
Guidance, Outlook, Risks, and Contingencies
Outlook and Forward-Looking Statements: The company includes standard forward-looking statements regarding expectations for the future, including the integration of Worldpay. Actual results may differ due to various factors.
Key Risks Disclosed:
- Merger Integration: Risks that the integration of FIS and Worldpay will be more difficult, time-consuming, or expensive than anticipated, or that expected synergies will not be achieved.
- Transaction Completion: Risk that the merger transaction will not be completed or will be terminated.
- Operational and Cybersecurity: Risks of security breaches, data corruption, loss of customer information, and system outages.
- Market and Regulatory: Risks related to international hostilities, currency fluctuations, legislative changes, and consolidation in the banking and financial services industries.
- Geographic Specifics: Risks regarding the failure to meet financial goals or loss of customers in Brazil following the unwinding of the Brazilian Venture.
Contingencies: The closing of the new notes offering is subject to the satisfaction of customary closing conditions.
Investor Verification Checklist
- Verify the final closing of the Euro-Sterling and USD notes offerings on or around May 21, 2019.
- Review the definitive joint proxy statement/prospectus for the FIS and Worldpay merger for updated terms and shareholder voting details.
- Monitor the integration progress of Worldpay, specifically regarding cost synergies and customer retention.
- Assess the impact of the new debt issuance on the company's overall leverage ratios and liquidity position.
- Check for any updates regarding the unwinding of the Brazilian Venture and its impact on regional revenue.