Business Context and Reporting Period
This Form 8-K was filed by Fidelity National Information Services, Inc. (FIS) on October 13, 2015. The report primarily addresses the definitive agreement entered into on August 12, 2015, to acquire SunGard, a Delaware corporation. The transaction is subject to stockholder approval from SunGard and SunGard Capital Corp. II. FIS expects the transaction to close before the end of 2015, though no assurance is provided regarding the timing or completion.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for FIS for the current reporting period. Instead, it references the submission of financial data as exhibits:
- Exhibit 12.1: Computation of FIS's ratio of earnings to fixed charges for the six months ended June 30, 2015, and the five years from 2011 through 2015.
- Exhibit 99.1: Historical consolidated financial statements of SunGard for fiscal years ended December 31, 2014, 2013, and 2012.
- Exhibit 99.2: Historical condensed consolidated financial statements of SunGard for the six-month periods ended June 30, 2015, and 2014.
Specific numerical values for these metrics are not contained within the text of this summary document.
Material Changes
The primary material change reported is the execution of the definitive agreement to purchase SunGard. This represents a significant strategic shift and potential expansion of FIS's operations. The filing notes that the transaction is contingent upon regulatory and stockholder approvals.
Guidance, Outlook, and Risks
Outlook: Management expects the SunGard transaction to close before the end of 2015. The company anticipates achieving synergies from the acquisition, though these are not quantified in this filing.
Risks and Contingencies: The filing includes extensive forward-looking statements subject to risks that could cause actual results to differ materially from expectations. Key risks include:
- Failure to complete the SunGard transaction or achieve expected benefits and synergies.
- Changes in general economic, business, and political conditions, including international hostilities and acts of terrorism.
- Changes in lending, capital, and financial markets, as well as foreign exchange rates.
- Legislative or regulatory changes, including privacy regulations.
- Revenue reduction due to consolidation in the banking, retail, and financial services industries or financial failures of customers.
- Technological adaptation failures and security breaches (e.g., theft of personal information, computer viruses).
- Competitive pricing pressures and operational or natural disasters at major operations centers.
Investor Verification Checklist
- Verify the status of stockholder approvals required from SunGard and SunGard Capital Corp. II.
- Review the preliminary consent solicitation statement/prospectus in the Form S-4 Registration Statement for detailed transaction terms.
- Examine Exhibit 12.1 for the specific computation of the ratio of earnings to fixed charges to assess debt service capacity.
- Review Exhibits 99.1 and 99.2 for SunGard's historical financial performance to evaluate the acquisition target's health.
- Monitor for updates on the expected closing date, as the filing states there is no assurance the transaction will be completed by the end of 2015.