Business Context and Reporting Period
Company: Fidelity National Information Services, Inc. (FIS)
Filing Type: Form 8-K (Current Report)
Date of Report: March 18, 2019
Event: Announcement of a definitive merger agreement with Worldpay, Inc. to enter into a business combination transaction.
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain specific financial statements, revenue figures, profit margins, cash flow data, debt levels, or liquidity metrics for the reporting period. The document references the 2018 Form 10-K for detailed financial history but does not reproduce those numbers herein.
Material Changes
- Merger Agreement: FIS and Worldpay have entered into a definitive agreement to combine their businesses.
- Regulatory Filings: FIS intends to file a registration statement on Form S-4, which will include a joint proxy statement and prospectus for shareholders of both companies.
Outlook, Risks, and Management Commentary
Management has issued forward-looking statements regarding the transaction, noting that actual results may differ materially due to various risks. Key risks and contingencies identified include:
- Transaction Completion: Risk that the merger will not be completed or will fail to deliver expected cost and revenue synergies.
- Integration Challenges: Potential for the integration process to be more difficult, time-consuming, or expensive than anticipated.
- Operational Disruption: Risks of customer loss, business disruption, or loss of key employees during the transaction.
- Liabilities: Possibility of unforeseen liabilities existing within either FIS or Worldpay.
- Market and Regulatory Factors: Risks related to international business, economic conditions, legislative changes, cybersecurity laws, and competitive pressures.
- Technology and Security: Risks of security breaches, data corruption, software implementation failures, and the need to innovate against emerging technologies.
- Specific Regional Risks: Challenges related to meeting financial goals in Brazil following the unwinding of FIS's Brazilian Venture.
Investors are urged to read the upcoming joint proxy statement/prospectus for important information regarding the merger.
Investor Verification Checklist
- Verify the terms of the definitive merger agreement between FIS and Worldpay once the Form S-4 is filed.
- Review the joint proxy statement/prospectus for details on shareholder voting and transaction conditions.
- Assess the specific risks related to the integration of the two companies' operations and technology platforms.
- Monitor regulatory approvals required for the transaction to close.
- Examine the 2018 Form 10-K filings for both companies to understand the baseline financial health prior to the merger.