M&A - Fidelity National Information Services, Inc.

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Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113834

Filing Summary: On May 1, 2025, Fidelity National Information Services, Inc. entered into a Term Loan Credit Agreement allowing the company to draw up to $8,000,000,000 in senior unsecured term loans. The proceeds are designated for funding the company's previously announced acquisition of the Issuer Solutions Business, as well as covering related fees, costs, and expenses. The term loans will mature within 364 days and accrue interest at a rate linked to the Term SOFR Rate plus a margin based on the company's debt rating. Additionally, the agreement includes standard affirmative, negative, and financial covenants, including restrictions on creating liens, incurring further indebtedness, and limitations on certain mergers or significant changes. The company previously had a bridge loan commitment that was terminated upon the signing of this agreement. This document provides a detailed overview of the financial commitments, utilization of funds, and the covenants involved in this acquisition financing.

Additional details:

Entry Into Material Definitive Agreement Date: 2025-05-01


Term Loan Credit Agreement Amount: 8000000000


Term Loan Maturity: 364 days


Uses Of Term Loan: fund the consideration for the acquisition of the Issuer Solutions Business, pay related fees, costs, and expenses


Interest Rate Structure: Term SOFR Rate plus margin, or Base Rate plus margin depending on debt rating


Maximum Leverage Ratio: 3.75 to 1.00


Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525086294

Filing Summary: On April 17, 2025, Fidelity National Information Services, Inc. (FIS) entered into a transaction agreement with Global Payments Inc., Total System Services LLC, and Worldpay Holdco, LLC, where FIS will acquire Global Payments' Issuer Solutions business for an enterprise value of $13.5 billion. This includes selling its equity interests in Worldpay to Global Payments and additional cash payment. Global Payments will concurrently acquire all of Worldpay that is not owned by FIS. The expected pre-tax portion for FIS from the Worldpay sale is about $6.6 billion. This acquisition is subject to customary closing conditions including regulatory approvals and may involve a 364-day senior unsecured bridge term loan of up to $8 billion. The completion of these transactions is interdependent and follows standard representation and warranty clauses, as well as indemnity agreements between the involved parties. The acquisition aims to enhance FIS's market position by integrating Global Payments' Issuer Solutions.

Additional details:

Transaction Agreement Date: 2025-04-17


Acquired Business: Issuer Solutions Business


Acquisition Value: $13.5 billion


Worldpay Equity Value: $24.25 billion


Fis Pre Tax Portion: $6.6 billion


Debt Commitment Amount: up to $8 billion


Financing Condition: none


Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525083595

Filing Summary: On April 17, 2025, Fidelity National Information Services, Inc. (FIS) announced a significant transaction under a Transaction Agreement with Global Payments Inc. FIS will acquire the Issuer Solutions business from Global Payments for approximately $13.5 billion, while simultaneously selling Worldpay Holdco, LLC, along with affiliates of GTCR, to Global Payments for roughly $24.25 billion. These transactions are contingent on regulatory approvals and customary closing conditions. Although this Transaction is not expected to close until 2026, FIS reaffirmed its 2025 financial guidance during this announcement. The company anticipates preliminary first quarter financial results for 2025 to include revenues between $2.485 billion and $2.510 billion, with an estimated adjusted EBITDA around $958 million. FIS reiterated its full-year guidance for 2025, indicating expected revenues between $10.435 billion and $10.495 billion and adjusted EBITDA of $4.305 billion to $4.335 billion.

Additional details:

Transaction Agreement: Transaction Agreement with Global Payments Inc.


Issuer Solutions Acquisition Value: $13.5 billion


Worldpay Holdco Sale Value: $24.25 billion


Financial Guidance 2025 Revenue: $10,435 - $10,495


Financial Guidance 2025 Adjusted Ebitda: $4,305 - $4,335


First Quarter 2025 Preliminary Revenue: $2,532 million


First Quarter 2025 Adjusted Ebitda: $958 million


First Quarter 2025 Adjusted Eps: $1.21


First Quarter 2025 Operating Revenue Growth: 4%


First Quarter 2025 Banking Growth: 3%


First Quarter 2025 Capital Markets Growth: 6%


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