Filing Summary: Fidelity National Information Services, Inc. (8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed on March 20, 2012, regarding events occurring on March 19, 2012. Fidelity National Information Services, Inc. (FIS) announced the closing of a private offering of senior notes to refinance existing indebtedness and cover transaction costs.
Key Financial Metrics and Debt Structure
- Debt Issuance: $700 million aggregate principal amount of 5.0% Senior Notes due March 15, 2022.
- Interest Rate: 5.0% per annum, accruing from March 19, 2012.
- Interest Payments: Payable semi-annually in cash on March 15 and September 15, commencing September 15, 2012.
- Security Status: General senior unsecured obligations, fully and unconditionally guaranteed by guarantor subsidiaries.
- Use of Proceeds: Refinancing certain existing indebtedness and paying fees and expenses.
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for revenue, profit, cash flow, margins, or liquidity metrics.
Material Changes and Covenants
The issuance of the 2022 Notes introduces new debt obligations and covenants that limit FIS's ability to:
- Incur or guarantee additional indebtedness.
- Make certain restricted payments.
- Create or incur certain liens.
- Restrict dividend payments from restricted subsidiaries.
- Engage in sale and leaseback transactions or certain affiliate transactions.
- Transfer substantially all assets or enter into merger transactions.
Certain covenants may be suspended if the Notes receive an Investment Grade Rating from Standard & Poor's and Moody's and no default exists.
Outlook, Redemption, and Registration Rights
- Redemption: FIS may redeem notes before March 15, 2017, with a "make-whole" premium. On or after March 15, 2017, redemption is at specified prices. Up to 40% of the notes may be redeemed before March 15, 2015, using proceeds from equity offerings.
- Change of Control: FIS must offer to repurchase notes at 101% of principal plus accrued interest upon certain change of control events.
- Registration Rights: FIS agreed to file an exchange offer registration statement within 270 days of issuance to exchange the notes for registered notes. Failure to meet registration obligations may trigger additional interest payments.
Investor Verification Checklist
- Verify the specific terms of the "make-whole" premium calculation for early redemption.
- Confirm the list of guarantor subsidiaries included in the Indenture (Exhibit 4.1).
- Review the specific existing indebtedness being refinanced with the $700 million proceeds.
- Monitor the timeline for the exchange offer registration statement (due within 270 days of March 19, 2012).
- Check current credit ratings from Standard & Poor's and Moody's to determine if covenant suspensions apply.