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 Item 8.01 (Other Events) regarding a definitive agreement entered into on August 12, 2015, to acquire SunGard, a Delaware corporation.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for FIS for the current period. Instead, it references the submission of financial exhibits containing:
- FIS's computation of the ratio of earnings to fixed charges for the six months ended June 30, 2015, and the five years from 2011 through 2015 (Exhibit 12.1).
- SunGard's audited consolidated financial statements for fiscal years ended December 31, 2014, 2013, and 2012 (Exhibit 99.1).
- SunGard's unaudited condensed consolidated financial statements for the periods ended June 30, 2015, and 2014 (Exhibit 99.2).
Material Changes
The primary material change is the execution of the definitive agreement to purchase SunGard. The transaction is subject to approval by the stockholders of SunGard and SunGard Capital Corp. II. FIS expects the transaction to close before the end of 2015, though no assurance is given regarding the timing or completion.
Guidance, Outlook, and Risks
Outlook: Management expects the SunGard transaction to close prior to the end of 2015. A Registration Statement on Form S-4, including a preliminary consent solicitation statement, has been filed but is not yet effective.
Risks and Contingencies: The filing includes extensive forward-looking statements subject to risks that could cause actual results to differ materially from projections. Key risks include:
- Failure to complete the transaction or achieve anticipated synergies.
- Changes in economic, business, and political conditions, including international hostilities and terrorism.
- Fluctuations in lending, capital, and financial markets, as well as foreign exchange rates.
- Legislative or regulatory changes, including privacy regulations.
- Revenue reduction due to industry consolidation or financial failures of customers in banking and financial services.
- Technology adaptation failures and security breaches involving personal information or computer viruses.
- Competitive pricing pressures and operational or natural disasters at major centers.
Investor Verification Checklist
- Verify the status of stockholder approvals required for the SunGard acquisition.
- Review the preliminary consent solicitation statement/prospectus in the Form S-4 Registration Statement for detailed transaction terms.
- Examine Exhibit 12.1 for FIS's ratio of earnings to fixed charges to assess debt service capability.
- Review Exhibits 99.1 and 99.2 for SunGard's historical financial performance and current liquidity position.
- Monitor for updates on the closing date, as the filing states there is no assurance the transaction will be completed before the end of 2015.