Securities Registration: Business Combination (s-4)

Date : 04/15/2019 @ 11:23AM
Source : Edgar (US Regulatory)
Stock : Fidelity National Information Services, Inc. (FIS)
Quote : 121.26  0.0 (0.00%) @ 1:00AM
Certegy share price Chart

Securities Registration: Business Combination (s-4)

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As filed with the Securities and Exchange Commission on April 12, 2019

Registration Statement No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Fidelity National Information Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Georgia

(State or Other Jurisdiction of
Incorporation or Organization)

 

7389

(Primary Standard Industrial
Classification Code Number)

 

37-1490331

(I.R.S. Employer
Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 438-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Marc M. Mayo, Esq.

Corporate Executive Vice President and Chief Legal Officer

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 438-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

With copies to:

 

Robert S. Rachofsky, Esq.

Adam M. Turteltaub, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

 

Jared M. Warner, Esq.

General Counsel and Corporate

Secretary of Worldpay, Inc.

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

(513) 900-5250

 

Peter Allan Atkins, Esq.

David C. Ingles, Esq.

Sven G. Mickisch, Esq.

Skadden, Arps, Slate, Meagher &

Flom LLP

Four Times Square

New York, NY 10036

(212) 735-3000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon the completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to Be Registered
 

Amount

to Be

Registered

 

Proposed

Maximum
Offering Price
Per Unit

 

Proposed

Maximum Aggregate
Offering Price

 

Amount of

Registration Fee

Common Stock, par value $0.01 per share

  297,279,730 shares (1)   N/A   $32,590,454,491.83 (2)   $3,949,963.08 (3)

 

 

(1)

Represents the maximum number of shares of common stock, par value $0.01, of Fidelity National Information Services, Inc., which we refer to as FIS, that are estimated to be issuable (including shares issuable pursuant to vested and unvested equity awards and stock options) upon completion of the merger of Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS, which we refer to as Merger Sub, with and into Worldpay, Inc., which we refer to as Worldpay, pursuant to an agreement and plan of merger, dated as of March 17, 2019, by and among FIS, Merger Sub and Worldpay (which we refer to as the merger agreement), which is attached to as Annex A to the accompanying joint proxy statement/prospectus attached to this registration statement.

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and calculated in accordance with Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act. The proposed maximum aggregate offering price is solely for the purpose of calculating the registration fee and was calculated based upon the market value of shares of Worldpay Class A common stock as follows: (a) the product of (i) $112.82, the average of the high and low prices per share of Worldpay Class A common stock on April 11, 2019, as quoted on the New York Stock Exchange, and (ii) 319,235,682, the estimated maximum number of shares of Worldpay Class A common stock that may be exchanged for the shares of FIS common stock being registered, less (b) $3,424,118,973.00, the product of the issued and outstanding shares of Worldpay Class A common stock (other than shares reserved for issuance pursuant to vested and unvested equity awards and stock options) and $11.00, the cash component of the merger consideration.

(3)

Computed in accordance with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information herein is not complete and may be changed. A registration statement relating to the securities described herein has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued, and no offers to buy may be accepted, until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED APRIL 12, 2019

 

LOGO    LOGO

MERGER AND SHARE ISSUANCE PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear FIS Shareholders and Worldpay Stockholders:

On behalf of the boards of directors of Fidelity National Information Services, Inc., which we refer to as FIS, and Worldpay, Inc., which we refer to as Worldpay, we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the business combination of FIS and Worldpay. The business combination would create a leading global financial technology and payment company. We are requesting that you take certain actions as a shareholder of FIS or a stockholder of Worldpay, which we refer to as FIS shareholders or Worldpay stockholders, respectively.

On March 17, 2019, Worldpay, FIS and Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS, which we refer to as Merger Sub, entered into an agreement and plan of merger, which we refer to as the merger agreement, pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Worldpay, with Worldpay being the surviving corporation and continuing as a wholly-owned subsidiary of FIS, which we refer to as the merger.

At the effective time of the merger, each share of Class A common stock, par value $0.00001 per share, of Worldpay, which we refer to as the Worldpay Class A common stock, other than certain excluded shares (as further described in the accompanying joint proxy statement/prospectus), will be converted into the right to receive, without interest and subject to any applicable withholding taxes, (i) 0.9287 shares of common stock, par value $0.01 per share, of FIS, which we refer to as FIS common stock, together with cash in lieu of fractional shares, if any, and (ii) $11.00 in cash, which we collectively refer to as the merger consideration.

The implied value of the merger consideration to be received in exchange for each share of Worldpay Class A common stock will fluctuate based on the market price of FIS common stock because the merger consideration is payable in a fixed number of shares of FIS common stock, with each share of Worldpay Class A common stock (other than certain excluded shares) being exchanged for 0.9287 shares of FIS common stock and $11.00 in cash. The market price of FIS common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of the accompanying joint proxy statement/prospectus to the date of the Worldpay special meeting, the date of the FIS special meeting, the date the merger is completed and thereafter. As a result, the value of the per share merger consideration that Worldpay stockholders will be entitled to receive upon completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of the accompanying joint proxy statement/prospectus. Based on the $108.88 closing price of FIS common stock on the New York Stock Exchange, which we refer to as the NYSE, on March 15, 2019, the last full trading day before the public announcement of the merger, the per share value of Worldpay Class A common stock implied by the merger consideration was $112.12 as of such date. Based on the $[●] closing price of FIS common stock on [●], 2019, the most recent practicable trading day prior to the date of the accompanying joint proxy statement/prospectus, the per share value of Worldpay Class A common stock implied by the merger consideration was $[●]. We urge you to obtain current market quotations for the shares of FIS common stock and Worldpay Class A common stock. FIS common stock trades on the NYSE under the symbol “ FIS ” and Worldpay Class A common stock trades on the NYSE under the symbol “ WP ” and on the London Stock Exchange, which we refer to as the LSE, under the symbol “ WPY .” We expect that the Worldpay Class A common stock will be delisted from the LSE in connection with, and possibly prior to, the closing of the merger.

Based on the number of shares of Worldpay Class A common stock issued and outstanding as of [●], 2019, we estimate that FIS will issue approximately [●] million shares of FIS common stock in the merger and pay an aggregate amount of $[●] in cash to Worldpay stockholders upon completion of the merger. Immediately following the completion of the merger, former FIS shareholders are expected to own approximately 53%, and


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former Worldpay stockholders are expected to own approximately 47%, of the issued and outstanding shares of the combined company.

The adoption and approval of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists is required to complete the merger. The special meeting of the Worldpay stockholders, which we refer to as the Worldpay special meeting, will be held on [●], 2019 at [●], local time, at [●]. All Worldpay stockholders of record as of the close of business on [●], 2019, the record date for the Worldpay special meeting, are invited to attend the Worldpay special meeting, subject to certain requirements described in the accompanying joint proxy statement/prospectus. At the Worldpay special meeting, Worldpay stockholders will be asked to consider and vote on (i) the proposal to adopt and approve the merger agreement, which proposal we refer to as the Worldpay merger proposal, (ii) the proposal to approve, on a non-binding, advisory basis, certain merger-related executive officer compensation payments that will or may be made to Worldpay’s named executive officers in connection with the merger, which proposal we refer to as the Worldpay compensation proposal, and (iii) the proposal to adjourn the Worldpay special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Worldpay merger proposal have not been obtained by Worldpay, which proposal we refer to as the Worldpay adjournment proposal. The Worldpay board of directors unanimously recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal, “FOR” the Worldpay compensation proposal and “FOR” the Worldpay adjournment proposal.

The approval of the issuance of FIS common stock in the merger by the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon is also required to complete the merger. The special meeting of FIS shareholders, which we refer to as the FIS special meeting, will be held on [●], 2019 at 10:00 am, Eastern Time at [●]. All FIS shareholders of record as of the close of business on [●], 2019, the record date for the FIS special meeting, are invited to attend the FIS special meeting, subject to certain requirements described in the accompanying joint proxy statement/prospectus. At the FIS special meeting, FIS shareholders will be asked to consider and vote on (i) the FIS proposal to approve the issuance of shares of FIS common stock in the merger, which proposal we refer to as the FIS share issuance proposal, and (ii) the proposal to adjourn the FIS special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the FIS share issuance proposal have not been obtained by FIS, which proposal we refer to as the FIS adjournment proposal. The FIS board of directors unanimously recommends that FIS shareholders vote “FOR” the FIS share issuance proposal and “FOR” the FIS adjournment proposal.

Your vote on these matters is very important, regardless of the number of shares you own. Whether or not FIS shareholders or Worldpay stockholders plan to attend the FIS special meeting or Worldpay special meeting, respectively, in person, we ask that FIS shareholders and Worldpay stockholders please submit a proxy to have their shares voted in advance of the FIS special meeting or Worldpay special meeting, as applicable, by using one of the proxy voting methods described in the accompanying joint proxy statement/prospectus.

The accompanying joint proxy statement/prospectus provides important information regarding the Worldpay special meeting and the FIS special meeting and a detailed description of the merger and the merger agreement. We urge you to read the accompanying joint proxy statement/prospectus (and any documents incorporated by reference into the accompanying joint proxy statement/prospectus) carefully and in its entirety. Please pay particular attention to “ Risk Factors ” beginning on page [●] of the accompanying joint proxy statement/prospectus.

We look forward to the successful completion of the merger.

Sincerely,

 

Gary A. Norcross    Charles D. Drucker
Chairman, President and Chief Executive Officer    Executive Chairman and Chief Executive Officer
Fidelity National Information Services, Inc.    Worldpay, Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger described in the accompanying joint proxy statement/prospectus or determined that the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.


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The accompanying joint proxy statement/prospectus is dated [●], 2019 and is first being mailed to FIS shareholders and Worldpay stockholders on or about [●], 2019.


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LOGO

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2019

To the Shareholders of Fidelity National Information Services, Inc.:

On March 17, 2019, FIS, Worldpay and Merger Sub entered into the merger agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which FIS has agreed to acquire Worldpay.

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of FIS, which we refer to as the FIS special meeting, will be held on [●], 2019 at 10:00 am, Eastern Time at [●]. You are invited to attend the FIS special meeting, at which you will be asked to vote on:

 

1.

A proposal to approve the issuance of shares of FIS common stock in the merger, which proposal we refer to as the FIS share issuance proposal.

 

2.

A proposal to adjourn the FIS special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the FIS share issuance proposal have not been obtained by FIS, which proposal we refer to as the FIS adjournment proposal.

The FIS board of directors, which we refer to as the FIS board, has fixed the close of business on [●], 2019 as the record date for the FIS special meeting, which we refer to as the FIS record date. Only shareholders of record of FIS common stock as of the close of business on the FIS record date are entitled to notice of, and to vote at, the FIS special meeting or any adjournment or postponement thereof. Completion of the merger contemplated by the merger agreement is conditioned on, among other things, approval of the FIS share issuance proposal.

Approval of the FIS share issuance proposal requires the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon. In order to take such action at the FIS special meeting, a quorum consisting of a majority of votes entitled to be cast on the FIS share issuance proposal must be present. Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon.

The FIS board has unanimously approved the merger agreement and the transactions contemplated thereby, including the share issuance, and recommends that FIS shareholders vote “FOR” the FIS share issuance proposal and “FOR” the FIS adjournment proposal.

Your vote is very important. Whether or not you plan to attend the FIS special meeting, please act promptly to submit a proxy to vote your shares in favor of the proposals described above. You may submit a proxy to vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may submit a proxy to vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the FIS special meeting, you may vote your shares in person, even if you have previously submitted a proxy by mail, by telephone or through the Internet. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished by such record holder.


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We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety. In particular, see “ Risk Factors ” beginning on page [●] of the accompanying joint proxy statement/prospectus.

If you have any questions concerning the merger agreement, the merger or the other transactions contemplated thereby, the FIS share issuance proposal, the FIS special meeting or the accompanying joint proxy statement/prospectus, please contact FIS at (904) 438-6000 or write to Fidelity National Information Services, Inc., Attention: Investor Relations, 601 Riverside Avenue, Jacksonville, Florida 32204.

If you have any questions about how to vote or direct a vote in respect of your shares of FIS common stock, please contact FIS’ proxy solicitor, Georgeson LLC, toll-free at (866) 296-5716.

By Order of the FIS Board of Directors,

Marc M. Mayo, Esq.

Corporate Executive Vice President and Chief Legal Officer

Jacksonville, Florida

[●], 2019


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LOGO

Worldpay, Inc.

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2019

To the Stockholders of Worldpay, Inc.:

On March 17, 2019, FIS, Worldpay and Merger Sub entered into the merger agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which FIS has agreed to acquire Worldpay.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Worldpay, which we refer to as the Worldpay special meeting, will be held on [●], 2019 at [●], local time at [●]. You are invited to attend the Worldpay special meeting, at which you will be asked to vote on:

 

1.

a proposal to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, pursuant to which Merger Sub will merge with and into Worldpay, as more fully described in the accompanying joint proxy statement/prospectus, which proposal we refer to as the Worldpay merger proposal;

 

2.

a non-binding, advisory proposal regarding certain executive officer compensation payments that will or may be made to Worldpay’s named executive officers in connection with the merger pursuant to existing agreements or arrangements with Worldpay, which proposal we refer to as the Worldpay compensation proposal; and

 

3.

a proposal to adjourn the Worldpay special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Worldpay merger proposal have not been obtained by Worldpay, which proposal we refer to as the Worldpay adjournment proposal.

The Worldpay board of directors, which we refer to as the Worldpay board, has fixed the close of business on [●], 2019 as the record date for the Worldpay special meeting, which we refer to as the Worldpay record date. Only Worldpay stockholders of record as of the close of business on the Worldpay record date are entitled to notice of, and to vote at, the Worldpay special meeting or any adjournment or postponement thereof. Completion of the merger contemplated by the merger agreement is conditioned on, among other things, receiving the requisite approval of the Worldpay merger proposal.

Approval of the Worldpay merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists. Approval of the Worldpay compensation proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting and entitled to vote thereon. If there is no quorum, approval of the Worldpay adjournment proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting.

The Worldpay board has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal, “FOR” the Worldpay compensation proposal and “FOR” the Worldpay adjournment proposal.

Your vote is very important. Whether or not you plan to attend the Worldpay special meeting, please act promptly to submit a proxy to vote your shares in favor of the proposals described above. You may submit


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a proxy to vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may submit a proxy to vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you plan to attend the Worldpay special meeting, please complete and mail the ticket reservation request form at the back of the accompanying joint proxy statement/prospectus or visit [ ] and check the box on the voting page. If you attend the Worldpay special meeting, you may vote your shares in person, even if you have previously submitted a proxy by mail, by telephone or through the Internet. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished by such record holder. Worldpay stockholders may examine the list of Worldpay stockholders by contacting the Corporate Secretary of Worldpay, Inc. at 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249.

Worldpay stockholders are or may be entitled to assert appraisal rights with respect to the merger under Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL. Any Worldpay stockholder who wishes to exercise appraisal rights must strictly comply with the procedures set forth in Section 262 of the DGCL, a copy of which is included as Annex E to the accompanying proxy statement/prospectus. A description of these procedures is included in the section entitled “ Appraisal Rights ” in the accompanying joint proxy statement/prospectus.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety. In particular, see “ Risk Factors ” beginning on page [●] of the accompanying joint proxy statement/prospectus.

If you have any questions concerning the merger agreement, the merger or the other transactions contemplated thereby, the Worldpay merger proposal, the Worldpay special meeting or the accompanying joint proxy statement/prospectus, please contact Worldpay at (513) 900-5250 or write to Worldpay, Inc., Attention: Investor Relations, 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249.

If you have any questions about how to vote or direct a vote in respect of your shares of Worldpay Class A common stock, please contact Worldpay’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (212) 759-5833 for banks and brokers and (888) 750-5834 for all others.

By Order of the Worldpay Board of Directors,

Jared M. Warner, Esq.

General Counsel and Corporate Secretary

Symmes Township, Ohio

[●], 2019


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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about FIS and Worldpay from documents filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon request. You can obtain any of the documents filed with or furnished to the SEC by Worldpay and/or FIS at no cost from the SEC’s website at http://www.sec.gov. You can also obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing, via email or by telephone from FIS and Worldpay at the following addresses and telephone numbers:

 

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

Attention: Investor Relations

Telephone: (904) 438-6000

 

Worldpay, Inc.

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

Attention: Investor Relations

Telephone: (513) 900-5250

In addition, if you have questions about the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain the proxy card, or other information related to the proxy solicitation, please contact Georgeson LLC, FIS’ proxy solicitor, toll-free at (866) 296-5716, Innisfree M&A Incorporated, Worldpay’s proxy solicitor, toll-free at (212) 759-5833 for banks and brokers and (888) 750-5834 for all others, or the appropriate contact listed above. You will not be charged for any of these documents that you request.

If you are an FIS shareholder and would like to request any documents, please do so by [ ], 2019 to receive them before the FIS special meeting.

If you are a Worldpay stockholder and would like to request any documents, please do so by [ ], 2019 to receive them before the Worldpay special meeting.

See “ Where You Can Find More Information ” beginning on page [●] of this joint proxy statement/prospectus for further information.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by FIS with the SEC, constitutes a prospectus of FIS under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of FIS common stock to be issued in the merger pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement for FIS and Worldpay under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, with respect to the FIS share issuance proposal and the FIS adjournment proposal, in the case of FIS, and the Worldpay merger proposal, Worldpay compensation proposal and Worldpay adjournment proposal, in the case of Worldpay. In addition, this joint proxy statement/prospectus constitutes a notice of meeting with respect to the FIS special meeting and the Worldpay special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. Neither FIS nor Worldpay take any responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated [●], 2019. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference herein is accurate as of any date other than the date of such information. Neither the mailing of this joint proxy statement/prospectus to FIS shareholders or Worldpay stockholders nor the issuance by FIS of shares of FIS common stock in the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in or incorporated by reference herein regarding FIS has been provided by FIS and information contained in or incorporated by reference herein regarding Worldpay has been provided by Worldpay.


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TABLE OF CONTENTS

 

     Page  

QUESTIONS AND ANSWERS

     1  

SUMMARY

     16  

The Companies

     16  

FIS Special Meeting

     16  

Worldpay Special Meeting

     18  

The Merger and the Merger Agreement

     19  

Merger Consideration

     19  

Treatment of Fractional Shares

     20  

Treatment of Worldpay Equity Awards

     20  

Recommendation of the FIS Board; FIS’ Reasons for the Merger

     22  

Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger

     22  

Opinion of FIS’ Financial Advisors

     23  

Opinion of Worldpay’s Financial Advisor

     24  

Interests of Certain Worldpay Directors and Executive Officers in the Merger

     24  

Governance of the Combined Company

     25  

Regulatory Approvals

     26  

Ownership of the Combined Company After the Merger

     26  

Debt Financing

     27  

No Solicitation of Acquisition Proposals

     28  

Change in Board Recommendation

     29  

Conditions to the Completion of the Merger

     30  

Termination

     31  

Termination Fee

     33  

NYSE Listing of Shares of FIS common stock

     34  

Delisting and Deregistration of Worldpay Class A Common Stock

     34  

Comparison of the Rights of FIS Shareholders and Worldpay Stockholders

     34  

Appraisal Rights

     34  

Material U.S. Federal Income Tax Consequences of the Merger

     35  

Accounting Treatment of the Merger

     36  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIS

     37  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WORLDPAY

     39  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

     41  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

     43  

COMPARATIVE PER SHARE MARKET PRICES AND IMPLIED VALUE OF MERGER CONSIDERATION

     45  

Dividends

     45  

RISK FACTORS

     46  

Risk Factors Relating to the Merger

     46  

Risk Factors Relating to FIS Following the Merger

     52  

Other Risk Factors Relating to FIS and Worldpay

     58  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     59  

THE COMPANIES

     62  

FIS

     62  

Worldpay

     62  

Merger Sub

     62  

FIS SPECIAL MEETING

     63  

Date, Time and Location

     63  

Purpose

     63  

Recommendation of the FIS Board

     63  

 

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FIS Record Date; Outstanding Shares; Shareholders Entitled to Vote

     63  

Quorum

     64  

Required Vote

     64  

Treatment of Abstentions, Broker Non-Votes and Failure to Vote

     64  

Share Ownership of and Voting by FIS Directors and Executive Officers

     64  

Voting of Shares

     65  

Revocability of Proxies; Changing Your Vote

     65  

Solicitation of Proxies; Expenses of Solicitation

     66  

Adjournment

     66  

Other Information

     66  

Assistance

     67  

WORLDPAY SPECIAL MEETING

     68  

Date, Time and Location

     68  

Purpose

     68  

Recommendation of the Worldpay Board

     68  

Worldpay Record Date; Outstanding Shares; Stockholders Entitled to Vote

     68  

Quorum

     69  

Required Vote

     69  

Treatment of Abstentions, Broker Non-Votes and Failure to Vote

     69  

Share Ownership of and Voting by Worldpay Directors and Executive Officers

     70  

Voting of Shares

     70  

Revocability of Proxies; Changing Your Vote

     71  

Solicitation of Proxies; Expenses of Solicitation

     71  

Adjournment

     72  

Other Information

     72  

Assistance

     72  

FIS PROPOSALS

     73  

Proposal 1—FIS Share Issuance Proposal

     73  

Proposal 2—FIS Adjournment Proposal

     73  

WORLDPAY PROPOSALS

     74  

Proposal 1—Worldpay Merger Proposal

     74  

Proposal 2—Worldpay Compensation Proposal

     74  

Proposal 3—Worldpay Adjournment Proposal

     75  

THE MERGER

     76  

General

     76  

Background of the Merger

     76  

Recommendation of the FIS Board; FIS’ Reasons for the Merger

     83  

Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger

     88  

Opinion of Centerview, FIS’ Financial Advisor

     91  

Opinion of Goldman Sachs, FIS’ Financial Advisor

     104  

Opinion of Credit Suisse, Worldpay’s Financial Advisor

     115  

Certain Unaudited Prospective Financial Information

     124  

Certain Estimated Synergies Attributable to the Merger

     129  

Interests of Certain Worldpay Directors and Executive Officers in the Merger

     129  

Treatment of Worldpay Equity Awards

     129  

Governance of the Combined Company

     133  

Closing; Effective Time

     134  

Regulatory Approvals

     135  

Requisite Regulatory Approvals

     135  

Ownership of the Combined Company After the Merger

     136  

Debt Financing

     136  

Material U.S. Federal Income Tax Consequences of the Merger

     139  

 

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Accounting Treatment of the Merger

     144  

Exchange of Shares

     144  

NYSE Listing of Shares of FIS common stock

     145  

Delisting and Deregistration of Worldpay Class A Common Stock

     145  

Appraisal Rights

     145  

U.S. Federal Securities Law Consequences

     146  

THE MERGER AGREEMENT

     147  

Explanatory Note Regarding the Merger Agreement

     147  

Structure of the Merger

     147  

Closing; Effective Time

     147  

Merger Consideration

     148  

Treatment of Fractional Shares

     148  

Treatment of Worldpay Equity Awards

     148  

Adjustments to Prevent Dilution

     150  

Surviving Corporation Organizational Documents and Governance; Merger Sub Common Stock

     151  

Exchange of Shares

     151  

Appraisal Rights

     153  

Representations and Warranties

     153  

Conduct of Business Prior to Completion of the Merger

     156  

Regulatory Matters; Efforts to Complete the Merger

     161  

FIS Shareholder Meeting

     163  

Worldpay Stockholder Meeting

     163  

Corporate Governance

     163  

No Solicitation of Acquisition Proposals

     164  

Change in Board Recommendation

     165  

Employee Matters

     167  

Debt Financing

     167  

Indemnification; Directors’ and Officers’ Insurance

     169  

Litigation

     170  

Conditions to the Completion of the Merger

     170  

Termination

     172  

Termination Fee

     173  

Specific Performance

     174  

Expenses

     174  

Governing Law

     174  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     175  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     180  

CERTAIN BENEFICIAL OWNERS OF FIS COMMON STOCK

     191  

Security Ownership of FIS Directors and Executive Officers

     191  

Security Ownership of Other Beneficial Owners

     192  

CERTAIN BENEFICIAL OWNERS OF WORLDPAY CLASS A COMMON STOCK

     193  

Security Ownership of Worldpay Directors, Executive Officers and Other Beneficial Owners

     193  

COMPARISON OF THE RIGHTS OF FIS SHAREHOLDERS AND WORLDPAY STOCKHOLDERS

     196  

APPRAISAL RIGHTS

     213  

Holders of FIS common stock

     213  

Holders of Worldpay Class A Common Stock

     213  

LEGAL MATTERS

     219  

EXPERTS

     219  

FIS

     219  

Worldpay

     219  

Worldpay Group Limited

     219  

 

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement, the FIS share issuance, certain procedures for Worldpay stockholders to vote their shares and other matters with respect to the Worldpay special meeting and certain procedures for FIS shareholders to vote their shares and other matters with respect to the FIS special meeting. These questions and answers may not address all questions that may be important to FIS shareholders or Worldpay stockholders. To better understand these matters, and for a more complete description of the terms of the merger agreement, the merger and the other transactions contemplated thereby, including the FIS share issuance, certain risks relating to the merger and FIS following the merger, and other matters related to the Worldpay special meeting and the FIS special meeting, you should carefully read this joint proxy statement/prospectus in its entirety, including each of the attached annexes, as well as the documents that have been incorporated by reference herein. See “Where You Can Find More Information” beginning on page [ ].

 

Q:

Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because Fidelity National Information Services, Inc., which we refer to as FIS, has agreed to acquire Worldpay, Inc., which we refer to as Worldpay. On March 17, 2019, Worldpay, FIS and Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS, which we refer to as Merger Sub, entered into an agreement and plan of merger, which we refer to as the merger agreement, pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Worldpay, with Worldpay being the surviving corporation and continuing as a wholly-owned subsidiary of FIS, which we refer to as the merger. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Pursuant to the merger agreement, at the effective time of the merger, which we refer to as the effective time, each share of Class A common stock, par value $0.00001 per share, of Worldpay, which we refer to as the Worldpay Class A common stock, issued and outstanding at the effective time (other than shares of Worldpay Class A common stock with respect to which appraisal rights have been properly exercised, shares of Worldpay Class A common stock held by Worldpay as treasury stock, Worldpay restricted shares and any shares of Worldpay Class A common stock owned by FIS, Worldpay or any subsidiary of FIS or Worldpay (other than shares held in Worldpay employee benefit plans or on behalf of third parties), which we refer to collectively as the excluded shares) will be converted into the right to receive, without interest and subject to any applicable withholding taxes, (i) 0.9287 shares of common stock, par value $0.01 of FIS, which we refer to as FIS common stock and which consideration we refer to as the stock consideration, and (ii) $11.00 in cash, which we refer to as the cash consideration and together with the stock consideration, the merger consideration.

To complete the merger, among other things:

 

   

Shareholders of FIS, which we refer to as FIS shareholders, must approve the issuance of shares of FIS common stock in the merger, which proposal we refer to as the FIS share issuance proposal; and

 

   

Stockholders of Worldpay, which we refer to as Worldpay stockholders, must adopt and approve the merger agreement, which proposal we refer to as the Worldpay merger proposal.

FIS is holding a special meeting of its shareholders, which we refer to as the FIS special meeting, to obtain from its shareholders the requisite approval for the FIS share issuance proposal. Worldpay is holding a special meeting of its stockholders, which we refer to as the Worldpay special meeting, to obtain from its stockholders the requisite approval for the Worldpay merger proposal.

This joint proxy statement/prospectus serves as both a joint proxy statement of FIS and Worldpay and a prospectus of FIS in connection with the FIS share issuance. This joint proxy statement/prospectus contains important information about the merger and the proposals being voted on at the FIS special meeting and the Worldpay special meeting, respectively. You should read this document carefully and in its entirety. The

 

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enclosed materials allow you to have your shares voted by proxy without attending your special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

 

Q:

What will happen in the merger?

 

A:

As a result of the merger, FIS will acquire Worldpay. Each share of Worldpay Class A common stock issued and outstanding at the effective time (other than the excluded shares) will be converted into the right to receive the merger consideration. After completion of the merger, Worldpay will no longer be a public company, and the Worldpay Class A common stock will be delisted from the New York Stock Exchange, which we refer to as the NYSE, and the London Stock Exchange, which we refer to as the LSE (to the extent not delisted prior to completion of the merger), will be deregistered under the Exchange Act and will cease to be publicly traded. See “ The Merger Agreement—Structure of the Merger ” beginning on page [●] and the merger agreement attached as Annex A to this joint proxy statement/prospectus for more information about the merger.

 

Q:

What will Worldpay stockholders receive in the merger?

 

A:

At the effective time, each share of Worldpay Class A common stock (other than the excluded shares) will be converted into the right to receive the merger consideration. The per share merger consideration consists of 0.9287, which we refer to as the exchange ratio, shares of FIS common stock and $11.00 in cash. No fractional shares of FIS common stock will be issued in the merger, and Worldpay stockholders instead will be entitled to receive cash in lieu of any fractional shares. Any cash amounts to be received by a Worldpay stockholder in respect of fractional shares will be aggregated and rounded to the nearest cent. The merger consideration is without interest and subject to any applicable withholding taxes.

Based on the $108.88 closing price of FIS common stock on March 15, 2019, the last full trading day before the public announcement of the merger, the per share value of Worldpay Class A common stock implied by the merger consideration was $112.12 as of such date. Based on the $[●] closing price of FIS common stock on [●], 2019, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, the per share value of Worldpay Class A common stock implied by the merger consideration was $[●].

The implied value of the merger consideration to be received in exchange for each share of Worldpay Class A common stock will fluctuate based on the market price of FIS common stock because the merger consideration is payable in a fixed number of shares of FIS common stock, with each share of Worldpay Class A common stock (other than the excluded shares) being exchanged for 0.9287 shares of FIS common stock, together with cash in lieu of fractional shares, if any, and $11.00 in cash. The market price of FIS common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Worldpay special meeting, the date of the FIS special meeting, the date the merger is completed and thereafter. As a result, the value of the per share merger consideration that Worldpay stockholders will be entitled to receive upon completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this joint proxy statement/prospectus. Accordingly, we urge you to obtain current market quotations for the shares of FIS common stock and Worldpay Class A common stock. FIS common stock trades on the NYSE, under the symbol “ FIS ” and Worldpay Class A common stock trades on the NYSE under the symbol “ WP ” and on the LSE under the symbol “ WPY .”

Immediately following the completion of the merger, former FIS shareholders are expected to own approximately 53%, and former Worldpay stockholders are expected to own approximately 47%, of the issued and outstanding shares of the combined company.

See “ The Merger Agreement—Merger Consideration ” beginning on page [●] and the merger agreement attached as Annex A to this joint proxy statement/prospectus for more information about the merger consideration.

 

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Q:

How will I receive the merger consideration to which I am entitled?

 

A:

If you hold shares of Worldpay Class A common stock, whether in the form of physical stock certificates or book-entry, you will be sent a letter of transmittal promptly after the effective time describing how you may exchange your shares of Worldpay Class A common stock for the merger consideration, and the exchange agent will forward to you the FIS common stock in book entry form and cash to which you are entitled after receiving the proper documentation from you. For more information on the documentation you are required to deliver to the exchange agent, see the section entitled “ The Merger Agreement—Exchange of Shares—Exchange Procedures ” beginning on page [●] of this joint proxy statement/prospectus.

If you hold physical stock certificates, please do NOT return your stock certificate(s) with your proxy. If the merger agreement is adopted and approved by Worldpay stockholders and the merger is completed, you will be sent a letter of transmittal promptly after the effective time describing how you may exchange your shares of Worldpay Class A common stock for the merger consideration.

 

Q:

What happens if the merger is not completed?

 

A:

If the merger is not completed for any reason, FIS will not complete the FIS share issuance and Worldpay stockholders will not receive any merger consideration for their shares of Worldpay Class A common stock. Instead, Worldpay will remain an independent public company with Worldpay Class A common stock continuing to be traded on the NYSE and, to the extent not delisted regardless of the merger not completing, the LSE. If the merger agreement is terminated under specified circumstances, Worldpay or FIS may be required to pay the other party a termination fee of $1 billion. See “ The Merger Agreement—Termination Fee ” beginning on page [●] and the merger agreement attached as Annex A to this joint proxy statement/prospectus for more information.

 

Q:

When and where will the FIS and Worldpay special meetings be held?

 

A:

The FIS special meeting will be held on [●], 2019, at 10:00 am Eastern Time at [●]. The Worldpay special meeting will be held on [●], 2019, at [●], local time, at [●].

 

Q:

What are FIS shareholders being asked to vote on?

 

A:

FIS shareholders are being asked to vote on:

 

   

the FIS share issuance proposal; and

 

   

a proposal to adjourn the FIS special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the FIS share issuance proposal have not been obtained by FIS, which proposal we refer to as the FIS adjournment proposal.

The approval by the requisite vote of the FIS shareholders of the FIS share issuance proposal is required to complete the merger.

 

Q:

Who is entitled to vote at the FIS special meeting?

 

A:

Only shareholders of record of FIS common stock as of the close of business on [●], 2019, which we refer to as the FIS record date, are entitled to receive notice of, and to vote at, the FIS special meeting or any adjournment or postponement thereof. As of the close of business on the FIS record date, there were [●] shares of FIS common stock issued and outstanding. Each outstanding share of FIS common stock is entitled to one vote on each matter to be acted upon at the FIS special meeting.

 

Q:

What are Worldpay stockholders being asked to vote on?

 

A:

Worldpay stockholders are being asked to vote on:

 

   

the Worldpay merger proposal;

 

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a non-binding, advisory proposal regarding certain merger-related executive officer compensation payments that will or may be made to Worldpay’s named executive officers in connection with the merger pursuant to existing agreements or arrangements with Worldpay, which proposal we refer to as the Worldpay compensation proposal; and

 

   

a proposal to adjourn the Worldpay special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Worldpay merger proposal have not been obtained by Worldpay, which proposal we refer to as the Worldpay adjournment proposal.

The approval by the requisite vote of the Worldpay stockholders of the Worldpay merger proposal is required to complete the merger.

 

Q:

Who is entitled to vote at the Worldpay special meeting?

 

A:

Only stockholders of record of Worldpay Class A common stock as of the close of business on [●], 2019, which we refer to as the Worldpay record date, are entitled to receive notice of, and to vote at, the Worldpay special meeting or any adjournment or postponement thereof. As of the close of business on the Worldpay record date, there were [●] shares of Worldpay Class A common stock issued and outstanding held by [●] holders of record. Each outstanding share of Worldpay Class A common stock is entitled to one vote on each matter to be acted upon at the Worldpay special meeting.

 

Q:

Are there any risks related to the merger or FIS’ or Worldpay’s businesses of which I should be aware?

 

A:

Yes. Before making any decision on how to vote or abstain from voting, FIS and Worldpay urge you to read carefully and in its entirety “ Risk Factors ” beginning on page [●]. You also should read and carefully consider the risk factors relating to FIS and Worldpay contained in the documents that are incorporated by reference herein, including FIS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Worldpay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated from time to time in each company’s subsequent filings with the SEC.

 

Q:

What is the recommendation of the FIS board?

 

A:

After consideration and consultation with its advisors, at a special meeting held on March 16, 2019, the board of directors of FIS, which we refer to as the FIS board, unanimously determined that the merger was fair to and in the best interests of FIS and its shareholders and approved the merger agreement and the transactions contemplated thereby, including the merger, declared it advisable that FIS enter into the merger agreement and further determined it advisable and in the best interests of FIS to issue the necessary amount of shares of FIS common stock in the merger, and recommended approval by the FIS shareholders of the FIS share issuance proposal.

The FIS board unanimously recommends that FIS shareholders vote “FOR” the FIS share issuance proposal and “FOR” the FIS adjournment proposal. See The Merger—Recommendation of the FIS Board; FIS’ Reasons for the Merger ” and FIS Proposals—Proposal 2—FIS Adjournment Proposal ” beginning on pages [●] and [●], respectively.

 

Q:

What FIS shareholder vote is required for the approval of the FIS share issuance proposal and the approval of the FIS adjournment proposal?

 

A:

Approval of the FIS share issuance proposal requires the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon, where a quorum is present.

Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon.

 

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Q:

What constitutes a quorum for the FIS special meeting?

 

A:

A quorum of outstanding shares is necessary to take certain actions at the FIS special meeting, including approval of the FIS share issuance proposal. However, approval of the FIS adjournment proposal does not require a quorum. Shares of FIS common stock representing a majority of the votes entitled to be cast on a matter, present in person or by proxy, will constitute a quorum at the FIS special meeting. The inspector of election appointed for the FIS special meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. Broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum because it is expected that all proposals to be voted on at the FIS special meeting will be “non-routine” matters.

 

Q:

What is the recommendation of the Worldpay board?

 

A:

After consideration and consultation with its advisors, at a special meeting held on March 17, 2019, the board of directors of Worldpay, which we refer to as the Worldpay board, declared it advisable, fair to and in the best interests of Worldpay and its stockholders that Worldpay enter into the merger agreement and unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and recommended that the Worldpay stockholders adopt and approve the merger agreement.

The Worldpay board unanimously recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal, “FOR” the Worldpay compensation proposal and “FOR” the Worldpay adjournment proposal. See “ The Merger—Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger ,” “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger ” and “Worldpay Proposals—Proposal 3—Worldpay Adjournment Proposal” beginning on pages [●], [●] and [●], respectively.

 

Q:

What Worldpay stockholder approval is required to approve the Worldpay merger proposal, the Worldpay compensation proposal and the Worldpay adjournment proposal?

 

A:

Approval of the Worldpay merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists.

Approval of the Worldpay compensation proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting and entitled to vote thereon.

If there is no quorum, approval of the Worldpay adjournment proposal requires the affirmative vote of the majority of shares present in person or by proxy.

 

Q:

What constitutes a quorum for the Worldpay special meeting?

 

A:

A quorum of outstanding shares is necessary to take certain actions at the Worldpay special meeting, including approval of the Worldpay merger proposal and Worldpay compensation proposal. However, approval of the Worldpay adjournment proposal does not require a quorum. Shares of Worldpay Class A common stock representing a majority of the issued and outstanding shares of the capital stock of Worldpay entitled to vote at the Worldpay special meeting, present in person or by proxy, will constitute a quorum at the Worldpay special meeting. The inspector of election appointed for the Worldpay special meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. Broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum because it is expected that all proposals to be voted on at the Worldpay special meeting will be “non-routine” matters.

 

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Q:

How are proxies counted and what results from a failure to vote, abstention or broker non-vote?

 

A:

FIS special meeting

If you fail to submit a proxy or to vote in person at the FIS special meeting, your shares of FIS common stock will not be counted towards a quorum, and, if a quorum is present, you will not affect the vote for the approval of the FIS share issuance proposal and the approval of the FIS adjournment proposal.

Abstentions will be counted for the purpose of determining whether a quorum is present, but broker non-votes are not considered present and entitled to vote for purposes of determining whether a quorum is present. Abstentions will have the same effect of a vote “AGAINST” the FIS share issuance proposal and the FIS adjournment proposal. Broker non-votes will have no effect on the approval of the FIS share issuance proposal or FIS adjournment proposal.

Worldpay special meeting

If you fail to submit a proxy or to vote in person at the Worldpay special meeting, your shares of Worldpay Class A common stock will not be counted towards a quorum, and, if a quorum is present, you will not affect the vote for the approval of the Worldpay adjournment proposal and Worldpay compensation proposal; however, your failure to submit a proxy or vote in person at the Worldpay special meeting will have the same effect as a vote “AGAINST” the Worldpay merger proposal.

For the purpose of determining whether a quorum is present, abstentions will be considered present and entitled to vote but broker non-votes will not be considered present and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” the Worldpay merger proposal, the Worldpay compensation proposal and the Worldpay adjournment proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Worldpay merger proposal. Broker non-votes will not have any effect on the Worldpay compensation proposal or the Worldpay adjournment proposal.

 

Q:

What is a “broker non-vote”?

 

A:

A broker non-vote occurs when a bank, broker or other nominee is not permitted to vote without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NYSE, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares ( i.e. , shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently scheduled for consideration at the FIS special meeting and Worldpay special meeting are “non-routine” matters.

If your bank, broker or other nominee holds your shares of FIS common stock or Worldpay Class A common stock in “street name,” such entity will vote your shares of FIS common stock of Worldpay Class A common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

 

Q:

If FIS or Worldpay shares are held in street name, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. If you hold your FIS or Worldpay shares in a stock brokerage account or if such shares are held by a bank, broker or other nominee, that is, in “street name,” your bank, broker or other nominee cannot vote such shares on “non-routine” matters without instructions from you. All of the proposals currently scheduled for consideration at the FIS special meeting and the Worldpay special meeting are “non-routine” matters. You should instruct your broker, bank or other nominee as to how to vote such shares, following the directions provided by your broker, bank or other nominee to you. Please check the voting form used by your broker, bank or other nominee.

 

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As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares. The effect of not instructing your bank, broker or other nominee how you wish your shares to be voted will have the same effect of a vote “AGAINST” the Worldpay merger proposal.

 

Q:

Do Worldpay directors and executive officers have interests that may differ from those of other Worldpay stockholders?

 

A:

Yes. In considering the recommendation of the Worldpay board that Worldpay stockholders vote “ FOR the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal and “ FOR ” the Worldpay adjournment proposal, Worldpay stockholders should be aware and take into account the fact that certain Worldpay directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Worldpay stockholders generally. The Worldpay board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation of, the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in recommending that the Worldpay stockholders adopt and approve the merger agreement. See “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger ” and “ The Merger—Governance of the Combined Company ” beginning on pages [●] and [●], respectively.

 

Q:

How do I vote my shares of FIS common stock?

 

A:

If you are an FIS shareholder of record as of the close of business on the FIS record date, you may attend the FIS special meeting and vote your shares in person only if you have the appropriate paperwork. If you hold your shares in street name, you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the FIS special meeting.

You also may choose to submit a proxy by any of the following methods:

 

   

By Mail . If you choose to submit your proxy to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided.

 

   

By Telephone . You may submit your proxy to vote your shares by telephone by calling the toll-free number provided on your proxy card any time up to [●], on [●], 2019.

 

   

Through the Internet . You may also submit your proxy to vote through the Internet by signing on to the website identified on your proxy card and following the procedures described in the website any time up to [●], on [●], 2019.

FIS shareholders who hold shares in “street name” through a bank, broker or other nominee may vote by the methods that their bank, broker or nominee makes available, in which case the bank, broker or nominee will include instructions with this joint proxy statement/prospectus. If you hold shares in “street name” through a bank, broker or other nominee and wish to vote in person at the FIS special meeting, you must obtain a legal proxy from your bank, broker or nominee giving you the right to vote the shares at the FIS special meeting.

 

Q:

If I want to attend the FIS special meeting, what should I do?

 

A:

If you wish to attend the FIS special meeting, you should come to [●], at 10:00 am, Eastern Time, on [●], 2019. FIS shareholders of record as of the record date for the FIS special meeting can vote in person at the FIS special meeting. If your shares are held in “street name,” then you must ask your bank, broker or other nominee how you can vote at the FIS special meeting. In order to enter the FIS special meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport. Please note that since a street name shareholders is not the holder of record, you may not vote your shares in person at the FIS special meeting unless you follow your bank, broker or nominee’s procedures for obtaining a legal proxy. Even if you plan to attend the FIS special meeting in person, we encourage you to complete,

 

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  sign, date and return the enclosed proxy or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the FIS special meeting. If you attend the FIS special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. Please note that no management presentations or other matters are planned for the FIS special meeting, except as described in this joint proxy statement/prospectus.

 

Q:

How do I vote my shares of Worldpay Class A common stock?

 

A:

If you are a Worldpay stockholder of record as of the close of business on the Worldpay record date, you may attend the Worldpay special meeting and vote your Worldpay shares in person only if you have the appropriate paperwork. If you hold your shares in street name, you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Worldpay special meeting.

You also may choose to submit a proxy by any of the following methods:

 

   

By Mail . If you choose to submit your proxy to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided.

 

   

By Telephone . You may submit your proxy to vote your shares by telephone by calling the toll-free number provided on your proxy card any time up to [●], on [●], 2019.

 

   

Through the Internet . You may also submit your proxy to vote through the Internet by signing on to the website identified on your proxy card and following the procedures described in the website any time up to [●], on [●], 2019.

Worldpay stockholders who hold shares in “street name” through a bank, broker or other nominee may vote by the methods that their bank, broker or other nominee makes available, in which case the bank, broker or other nominee will include instructions with this joint proxy statement/prospectus. If you hold shares in “street name” through a bank, broker or other nominee and wish to vote in person at the Worldpay special meeting, you must obtain a legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the Worldpay special meeting.

 

Q:

If I want to attend the Worldpay special meeting, what should I do?

 

A:

If you wish to attend the Worldpay special meeting, you should come to [●], at [●], Eastern Time, on [●], 2019. Worldpay stockholders of record as of the record date for the Worldpay special meeting can vote in person at the Worldpay special meeting. If your shares are held in “street name,” then you must ask your bank, broker or other nominee how you can vote at the Worldpay special meeting. In order to enter the Worldpay special meeting, you must present a form of photo identification acceptable to Worldpay, such as a valid driver’s license or passport. If you plan to attend the Worldpay special meeting, please complete and mail the ticket reservation request form at the back of this joint proxy statement/prospectus or check the box on the voting page of the website identified in Worldpay’s notice of the Worldpay special meeting accompanying this joint proxy statement/prospectus. Please note that since a street name stockholder is not the holder of record, you may not vote your shares in person at the Worldpay special meeting unless you follow your bank, broker or nominee’s procedures for obtaining a legal proxy. Even if you plan to attend the Worldpay special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the Worldpay special meeting. If you attend the Worldpay special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. Please note that no management presentations or other matters are planned for the Worldpay special meeting, except as described in this joint proxy statement/prospectus.

 

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Q:

What is “householding”?

 

A:

Each of FIS and Worldpay has adopted a procedure approved by the SEC called “householding.” Under this procedure, FIS shareholders and Worldpay stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each FIS shareholder or Worldpay stockholder, respectively, who participates in householding will continue to be able to access or receive a separate proxy card.

If you are a registered FIS shareholder or a registered Worldpay stockholder and wish to receive a separate copy of the joint proxy statement/prospectus, FIS or Worldpay, as applicable will provide these materials upon request. Please request the additional copy by contacting FIS or Worldpay, as applicable, at the contact information set forth below.

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

Attention: Investor Relations

Telephone: (904) 438-6000

Email: info.investorrelations@fisglobal.com

Worldpay, Inc.

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

Attention: Investor Relations

Telephone: (513) 900-5250

Email: ir@worldpay.com

You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you own shares of both FIS and Worldpay or hold your shares in more than one brokerage account, if you hold shares directly as a holder of record and also in street name, or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

 

Q:

What will happen if I return my proxy card without indicating how to vote?

 

A:

If you are a registered holder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the FIS board or Worldpay board, as applicable.

Please note that you may not vote shares held in street name by returning a proxy card directly to FIS or Worldpay, as applicable, or by voting in person at the FIS special meeting or Worldpay special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

If you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares, which will have the same effect as a vote “ AGAINST ” the Worldpay merger proposal, but will have no effect on the , the Worldpay compensation proposal, the Worldpay adjournment proposal, FIS share issuance proposal or the FIS adjournment proposal, as applicable, in each case, assuming a quorum is present at the applicable special meeting.

 

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Q:

What if I hold shares of both FIS common stock and Worldpay Class A common stock?

 

A:

If you are both an FIS shareholder and a Worldpay stockholder, you will receive separate packages of proxy materials from each company. A vote as an FIS shareholder to approve the FIS share issuance proposal and the FIS adjournment proposal will not constitute the delivery of a vote as a Worldpay stockholder for the approval of the Worldpay merger proposal, on a non-binding, advisory basis, the Worldpay compensation proposal, and the Worldpay adjournment proposal or vice versa. Therefore, please sign, date, mark and return the proxy card that you receive from FIS, or submit a proxy by telephone or through the Internet, and please sign, date, mark and return the proxy card that you receive from Worldpay, or submit a proxy by telephone or through the Internet.

 

Q:

If I am an FIS shareholder, can I revoke my proxy or change my voting instructions?

 

A:

Yes. You may revoke your proxy or change your vote, at any time, before your proxy is voted at the FIS special meeting.

If you are an FIS shareholder of record as of the close of business on the FIS record date, you can revoke your proxy or change your vote by:

 

   

sending a written notice to Fidelity National Information Services, Inc., Attention: Investor Relations, 601 Riverside Avenue, Jacksonville, Florida 32204, stating that you revoke your proxy, which notice bears a date later than the date of the proxy you want to revoke and is received by FIS prior to the FIS special meeting;

 

   

submitting a valid, later-dated proxy via mail, over the telephone or through the Internet; or

 

   

attending the FIS special meeting (or, if the FIS special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not constitute a vote or revoke any proxy previously given.

If you hold your FIS shares in street name, you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your FIS shares if you wish to cast your vote in person at the FIS special meeting.

 

Q:

If I am a Worldpay stockholder, can I revoke my proxy or change my voting instructions?

 

A:

Yes. You may revoke your proxy or change your vote, at any time, before your proxy is voted at the Worldpay special meeting.

If you are a Worldpay stockholder of record as of the close of business on the Worldpay record date, you can revoke your proxy or change your vote by:

 

   

sending a written notice to Worldpay, Inc., Attention: Investor Relations, 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249, stating that you revoke your proxy, which notice bears a date later than the date of the proxy you want to revoke and is received by Worldpay prior to the Worldpay special meeting;

 

   

submitting a valid, later-dated proxy via mail, over the telephone or through the Internet; or

 

   

attending the Worldpay special meeting (or, if the Worldpay special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not constitute a vote or revoke any proxy previously given.

If you hold your Worldpay shares in street name, you must contact your bank, broker or nominee to change your vote or obtain a legal proxy to vote your Worldpay shares if you wish to cast your vote in person at the Worldpay special meeting.

 

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Q:

What happens if I transfer my shares of FIS common stock before the FIS special meeting?

 

A:

The FIS record date is earlier than the date of the FIS special meeting and the date that the merger is expected to be completed. If you transfer your shares of FIS common stock after the FIS record date but before the FIS special meeting, you will retain your right to vote at the FIS special meeting.

 

Q:

What happens if I transfer my shares of Worldpay Class A common stock before the Worldpay special meeting?

 

A:

The Worldpay record date is earlier than the date of the Worldpay special meeting and the date that the merger is expected to be completed. If you transfer your shares of Worldpay Class A common stock after the Worldpay record date but before the Worldpay special meeting, you will retain your right to vote at the Worldpay special meeting. However, in order to receive the merger consideration you must hold your shares of Worldpay Class A common stock through the closing of the merger.

 

Q:

What do I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you own shares of both FIS and Worldpay or hold your shares in more than one brokerage account, if you hold shares directly as a holder of record and also in street name, or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

 

Q:

What will happen if all of the proposals to be considered at the applicable special meetings are not approved ?

 

A:

As a condition to completion of the merger, the requisite vote of FIS shareholders with respect to the FIS share issuance proposal must be obtained at the FIS special meeting and the requisite vote of Worldpay stockholders with respect to the Worldpay merger proposal must be obtained at the Worldpay special meeting. If either of these conditions fail, the parties have no obligation to complete the merger and each party has a right to terminate the merger agreement, subject to the payment of a $1 billion termination fee in certain circumstances. For more information on potential termination fees, see The Merger Agreement—Termination Fee ” beginning on page [●].

 

Q:

Are Worldpay stockholders entitled to seek appraisal rights if they do not vote “FOR” the Worldpay merger proposal?

 

A:

Only record holders of Worldpay Class A common stock who do not vote in favor of the Worldpay merger proposal and who continuously hold their shares of Worldpay Class A common stock through the effective time and otherwise comply with the procedures set forth in Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL, will be entitled to seek appraisal rights in connection with the merger, and, if the merger is completed, obtain payment in cash for the fair value of their shares of Worldpay Class A common stock as determined by the Delaware Court of Chancery instead of receiving the merger consideration for their shares. To exercise appraisal rights, record holders of Worldpay Class A common stock must strictly comply with the procedures prescribed by the DGCL. These procedures are summarized under “ Appraisal Rights ” beginning on page [●]. In addition, the text of the applicable provisions of the DGCL is included as Annex E to this joint proxy statement/prospectus. Failure to strictly comply with these provisions will result in a loss of the right of appraisal.

 

Q:

What are the material U.S. federal income tax consequences of the merger to U.S. Worldpay stockholders?

 

A:

Worldpay and FIS intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Assuming

 

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  that the merger is so treated, if you are a U.S. holder of Worldpay Class A common stock and you exchange all of your Worldpay Class A common stock in exchange for FIS common stock and cash in the merger, you will not recognize any gain or loss with respect to your Worldpay Class A common stock, except to the extent of any cash you may receive as part of the merger consideration and cash in lieu of a fractional share.

Worldpay has requested that Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, render its opinion to Worldpay, dated the closing date of the merger, to the effect that, based on certain facts, representations, covenants, and assumptions, the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Whether such opinion can be given will depend on, among other factors, the fair market value of the FIS common stock as of the closing date of the merger. Moreover, if such opinion is rendered, there can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will agree with the conclusions expressed therein. The obligation of FIS and Worldpay to consummate the merger, however, is not conditioned upon the receipt of such opinion from Skadden or any other counsel, nor have the parties applied for a ruling from the IRS.

In the event that Skadden is unable to deliver an opinion that the merger will qualify as a reorganization under Section 368(a) of the Code, Worldpay and FIS will each use its reasonable best efforts to employ an alternative structure that would qualify as a reorganization within the meaning of Section 368(a) of the Code. The tax consequences of any alternative structure to holders of Worldpay Class A common stock would be the same as described below in “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ” if the merger qualified as a reorganization. Worldpay’s and FIS’ obligations to employ an alternative structure (A) shall not (1) without the consent of Worldpay and FIS, alter or change the amount, nature or mix of the merger consideration or (2) impose any material incremental economic costs on FIS or Worldpay or reduce the anticipated benefits to FIS or Worldpay of the merger or the other transactions contemplated by the merger agreement in any material respect and (B) shall be capable of consummation by the termination date.

If the merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code, and an alternative structure that would qualify as a reorganization within the meaning of Section 368(a) of the Code is not undertaken, a U.S. holder of Worldpay Class A common stock generally would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of FIS common stock and the amount of cash received in the merger by the holder (generally including cash received in lieu of a fractional share of FIS common stock) and (2) the holder’s basis in the Worldpay Class A common stock surrendered.

The consequences of the merger to each Worldpay stockholder depend on such stockholder’s particular facts and circumstances. Worldpay stockholders should consult their tax advisors to understand fully the consequences to them of the merger given their specific circumstances. For more information, see “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page [●].

 

Q:

What are the conditions to the completion of the merger?

 

A:

Completion of the merger is subject to certain closing conditions, including, but not limited to, the (i) approval of the FIS share issuance proposal by the requisite vote of FIS shareholders; (ii) approval of the Worldpay merger proposal by the requisite vote of Worldpay stockholders; (iii) approval for listing on the NYSE of the shares of FIS common stock to be issued to Worldpay stockholders in the merger; (iv) the effectiveness of this registration statement of which this joint proxy statement/prospectus forms a part; (v) receipt of required competition and regulatory approvals; and (vi) satisfaction (or, to the extent permitted by applicable law, waiver) of other outstanding conditions to closing. See “ The Merger Agreement—Conditions to the Completion of the Merger ” beginning on page [●].

 

Q:

When is the merger expected to be completed?

 

A:

As of the date of this joint proxy statement/prospectus, it is not possible to accurately estimate the date on which the closing of the merger will occur, which we refer to as the closing date, because the merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to FIS’ and

 

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  Worldpay’s obligations to complete the merger; however, FIS and Worldpay currently expect the merger to close during the second half of 2019. Due to conditions such as the approval of the FIS share issuance proposal by the requisite vote of FIS shareholders and approval of the Worldpay merger proposal by the requisite vote of the Worldpay stockholders, competition and regulatory approvals, as well as other outstanding conditions required to complete the merger, no assurance can be given as to when, or if, the merger will be completed.

 

Q:

What will happen to outstanding Worldpay equity awards in the merger?

 

A:

As described in more detail in the section entitled “ The Merger Agreement—Treatment of Worldpay Equity Awards ,” at the effective time, each outstanding Worldpay equity award, other than any award granted under the Worldpay Employee Stock Purchase Plan, which we refer to as the ESPP, or the Worldpay Save-as-You-Earn Option Scheme and the Worldpay Group plc Savings-Related Share Option Scheme, which we refer to as the SAYE Plans, will automatically and without any action on the part of the holder, be converted into an equity award denominated in shares of FIS common stock based on an equity exchange ratio that takes into account the aggregate cash and equity consideration to be received by holders of Worldpay Class A common stock in the merger. Each such converted Worldpay equity award will continue to be governed by the same terms and conditions as were applicable prior to the effective time, except that Worldpay performance-based equity awards, consisting of performance-based restricted stock and performance stock units, will be converted into time-based vesting awards with the relevant performance goals deemed achieved at the following levels of performance: (i) 300% of the target level for each Worldpay award denominated as a “Performance Share Unit Acquisition Award,” (ii) 200% of the target level for each other Worldpay award with a performance period beginning in 2017 or 2018, (iii) 133% of the target level for each Worldpay award with a performance period beginning in 2019 and (iv) 100% of the target level for each Worldpay award granted prior to the date of the merger agreement with a performance period beginning in 2020, but in no event will the applicable level of achievement exceed the maximum level of performance that applies to any particular Worldpay performance-based award. Such awards will generally cliff-vest at the end of the scheduled performance period or such other date(s) as provided under the applicable award agreement, subject to the continued employment of the holder.

 

Q:

What will happen to the Worldpay Employee Stock Purchase Plan and Save as You Earn Plan(s)?

 

A:

Prior to the effective time, Worldpay is required to take all actions that may be necessary or required under the ESPP to ensure that no new offering period will be authorized or commenced after the date of the merger agreement and to provide that, if then ongoing, the offering period that commenced on or about January 1, 2019 and the ESPP will terminate in its entirety at the effective time.

Holders of outstanding options under the SAYE Plans will be allowed to exercise their SAYE options in connection with the merger and receive in respect of the shares of stock they acquire the same consideration paid to holders of shares of Worldpay Class A common stock. As of the effective time, FIS will offer holders of outstanding SAYE options the opportunity to exchange their option for an option denominated in shares of FIS common stock on the same terms and conditions as applicable prior to the effective time based on the equity award exchange ratio. With respect to SAYE options that are not exercised or exchanged as described in the preceding sentences and are exercised following the merger, FIS may take actions to provide that the shares issued with respect to any such option will be immediately transferred after exercise to FIS (or otherwise be redeemed) in exchange for a number of shares of FIS common stock and cash equal to the merger consideration holders of Worldpay Class A common stock will receive in connection with the merger. Any SAYE options that are not exchanged for options denominated in shares of FIS common stock will cease to be exercisable on the date that is six months following the effective time.

 

Q:

If I am an FIS shareholder, do I need to do anything at this time with my shares of FIS common stock other than voting on the proposals at the FIS special meeting?

 

A:

If you are an FIS shareholder, you will not receive any merger consideration for your FIS shares and your shares of FIS common stock will remain outstanding. The only action you are being asked to take at this

 

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  time is to affirmatively vote “ FOR the FIS share issuance proposal and “ FOR ” the FIS adjournment proposal in accordance with one of the methods of voting set forth in “ FIS Special Meeting—Voting of Shares beginning on page [●].

 

Q:

If I am a Worldpay stockholder, do I need to do anything at this time with my shares of Worldpay Class A common stock other than voting on the proposals at the Worldpay special meeting?

 

A:

If you are a Worldpay stockholder, you will be entitled to receive the merger consideration for your Worldpay shares after the effective time (assuming you still own such shares at the time the merger is completed and that you do not exercise any appraisal rights in respect of any shares of Worldpay Class A common stock as described under “ Appraisal Rights beginning on page [●]). The only action you are being asked to take at this time is to affirmatively vote “ FOR ” the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal and “ FOR ” the Worldpay adjournment proposal in accordance with one of the methods of voting set forth in “ Worldpay Special Meeting—Voting of Shares ” beginning on page [●].

 

Q:

Should I send in my Worldpay stock certificates now to receive the merger consideration?

 

A:

No. Worldpay stockholders should not send in their stock certificates to any person at this time. After the effective time, FIS’ exchange agent will send you a letter of transmittal and instructions for exchanging your shares of Worldpay Class A common stock represented by stock certificates or in book-entry form. After the completion of the merger, shares of Worldpay Class A common stock represented by stock certificates will be exchanged for shares of FIS common stock in book-entry form and cash will be paid in respect of the cash component of the merger consideration and in lieu of fractional shares, if any, in accordance with the merger agreement. See “ The Merger—Exchange of Shares ” beginning on page [●].

 

Q:

Is the completion of the merger subject to a financing condition?

 

A:

No. The receipt of any financing by FIS is not a condition to completion of the merger or any of the other transactions contemplated by the merger agreement.

 

Q:

Will the FIS common stock issued to Worldpay stockholders at the time of completion of the merger be traded on an exchange?

 

A:

Yes. It is a condition to completion of the merger that the shares of FIS common stock to be issued to Worldpay stockholders in the merger be authorized for listing on NYSE, subject to official notice of issuance, under the symbol “ FIS .”

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

FIS has engaged Georgeson LLC, which we refer to as Georgeson, to assist in the solicitation of proxies for the FIS special meeting. FIS estimates that it will pay Georgeson a fee of approximately $15,000. FIS has agreed to reimburse Georgeson for certain out-of-pocket fees and expenses and also will indemnify Georgeson against certain losses, claims, damages, liabilities or expenses. FIS also may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of FIS common stock. FIS’ directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Worldpay has engaged Innisfree M&A Incorporated, which we refer to as Innisfree, to assist in the solicitation of proxies for the Worldpay special meeting. Worldpay estimates that it will pay Innisfree a fee of $40,000. In addition, if Innisfree is requested to make calls or to receive calls from individual retail investors, Worldpay has agreed to pay Innisfree $5.00 per such call. Worldpay has agreed to reimburse Innisfree for certain out-of-pocket

 

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fees and expenses and also will indemnify Innisfree against certain losses, claims, damages, liabilities or expenses. Worldpay also may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Worldpay Class A common stock. Worldpay’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

If I am an FIS shareholder, whom should I call with questions?

 

A:

If you have any questions about the merger or the FIS special meeting, or desire additional copies of this joint proxy statement/prospectus, proxy card or voting instruction forms, you should contact:

Georgeson LLC

1290 Avenue of the Americas, 9 th Floor

New York, NY 10104

Shareholders, Banks and Brokers, Call: (866) 296-5716

Email: FIS@georgeson.com

or

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

Attention: Investor Relations

Telephone: (904) 438-6000

Email: info.investorrelations@fisglobal.com

 

Q:

If I am a Worldpay stockholder, whom should I call with questions?

 

A:

If you have any questions about the merger or the Worldpay special meeting, or desire additional copies of this joint proxy statement/prospectus, proxy card or voting instruction forms, you should contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20 th Floor

New York, NY 10022

Banks and Brokers, Call: (212) 759-5833

All Others Call Toll Free: (888) 750-5834

Email: [●]

or

Worldpay, Inc.

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

Attention: Investor Relations

Telephone: (513) 900-5250

Email: ir@worldpay.com

 

Q:

Where can I find more information about FIS and Worldpay?

 

A:

You can find more information about FIS and Worldpay from the various sources described under “ Where You Can Find More Information ” beginning on page [●].

 

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SUMMARY

For your convenience, provided below is a summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus, but does not contain all of the information that may be important to you. You are urged to read this joint proxy statement/prospectus in its entirety, its annexes and the other documents referred to or incorporated by reference herein in order to fully understand the merger, the merger agreement and other matters to be considered in connection with the FIS special meeting and the Worldpay special meeting. See “Where You Can Find More Information” beginning on page [●] . Each item in this summary refers to the beginning page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page [ ])

FIS

FIS, a Georgia corporation, is a global leader in financial services technology, providing solutions and services to clients in the retail and institutional banking, payments, capital markets, asset management and wealth and retirement markets. Through the depth and breadth of its solutions portfolio, global capabilities and domain expertise, FIS serves clients in over 130 countries. FIS employs more than 47,000 people worldwide and holds leadership positions in payment processing, financial software and banking solutions. Providing software, services and outsourcing of the technology that empowers the financial world, FIS is a Fortune 500 company and is a member of the Standard & Poor’s 500 Index. FIS’ principal executive office is located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 438-6000.

Worldpay

Worldpay, a Delaware corporation, is a leading payments technology company with unique capability to power global omni-commerce. With an integrated technology platform, Worldpay offers a comprehensive suite of products and services, delivered globally through a single provider. Worldpay processes over 40 billion transactions annually, supporting more than 300 payment types across 146 countries and 126 currencies. Worldpay is focused on expanding into high-growth markets and customer segments, including global eCommerce, integrated payments and B2B. Worldpay’s principal executive office is located at 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249, and its telephone number is (800) 735-3362.

Merger Sub

Merger Sub, a direct, wholly-owned subsidiary of FIS, is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Worldpay, with Worldpay surviving as a direct, wholly-owned subsidiary of FIS, and the separate corporate existence of Merger Sub will cease. Merger Sub’s principal executive office is located at c/o Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 438-6000.

FIS Special Meeting (page [ ])

General

The FIS special meeting will be held on [●], 2019 at 10:00 am, Eastern Time at [●]. At the FIS special meeting, FIS shareholders will vote on:

 

   

The FIS share issuance proposal; and

 

   

The FIS adjournment proposal.



 

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The approval of the FIS share issuance proposal by the requisite vote of FIS shareholders is required to complete the merger.

FIS Record Date

The FIS board has fixed the close of business on [●], 2019 as the FIS record date for determination of the FIS shareholders of record entitled to vote at the FIS special meeting or any adjournment or postponement thereof. Only FIS shareholders of record as of the close of business on the FIS record date are entitled to receive notice of, and to vote at, the FIS special meeting or any adjournment or postponement thereof.

As of the close of business on the FIS record date, there were [●] shares of FIS common stock issued and outstanding and entitled to vote at the FIS special meeting, held by [●] shareholders of record. Each outstanding share of FIS common stock is entitled to one vote on each matter to be acted upon at the FIS special meeting.

Quorum

Shares of FIS common stock representing a majority of the votes entitled to be cast on a matter, present in person or by proxy, will constitute a quorum at the FIS special meeting. The inspector of election appointed for the FIS special meeting will determine whether a quorum is present at the FIS special meeting. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. Broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum because it is expected that all proposals to be voted on at the FIS special meeting will be “non-routine” matters.

Required Vote

Approval of the FIS share issuance proposal requires the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon, where a quorum is present.

Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon.

Abstentions are treated as shares present and entitled to vote and, under NYSE Rules, a vote cast. Abstentions will have the same effect as votes “AGAINST” the FIS share issuance proposal and the FIS adjournment proposal. Broker non-votes will have no effect on the approval of the FIS share issuance proposal or FIS adjournment proposal.

Share Ownership of and Voting by FIS Directors and Executive Officers

As of the close of business on the FIS record date, FIS’ directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of FIS common stock at the FIS special meeting, which represents approximately [●]% of the issued and outstanding shares of FIS common stock entitled to vote at the FIS special meeting. In addition, as described in the section of this joint proxy statement/prospectus entitled “ Certain Beneficial Owners of FIS Common Stock, ” as of the close of business on the FIS record date, FIS’ directors and executive officers and their affiliates beneficially owned an aggregate of [●] shares of FIS common stock.

It is expected that FIS’ directors and executive officers will vote their shares “ FOR ” the FIS share issuance proposal and “ FOR ” the FIS adjournment proposal, although none of them has entered into any agreement obligating him or her to do so.



 

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Worldpay Special Meeting (page [ ])

General

The Worldpay special meeting will be held on [●], 2019 at [●], local time, at [●]. At the Worldpay special meeting, Worldpay stockholders will vote on:

 

   

The Worldpay merger proposal;

 

   

The Worldpay compensation proposal; and

 

   

The Worldpay adjournment proposal.

The approval of the Worldpay merger proposal by the requisite vote of Worldpay stockholders is required to complete the merger.

Worldpay Record Date

The Worldpay board has fixed the close of business on [●], 2019 as the Worldpay record date for determination of the Worldpay stockholders of record entitled to vote at the Worldpay special meeting or any adjournment or postponement thereof. Only Worldpay stockholders of record as of the close of business on the Worldpay record date are entitled to receive notice of, and to vote at, the Worldpay special meeting or any adjournment or postponement thereof.

As of the close of business on the Worldpay record date, there were [●] shares of Worldpay Class A common stock issued and outstanding and entitled to vote at the Worldpay special meeting, held by [●] stockholders of record. Each outstanding share of Worldpay Class A common stock is entitled to one vote on each matter to be acted upon at the Worldpay special meeting.

Quorum

A majority of the issued and outstanding shares of the capital stock of Worldpay entitled to vote, present in person or by proxy, will constitute a quorum at the Worldpay special meeting. The inspector of election appointed for the Worldpay special meeting will determine whether a quorum is present at the Worldpay special meeting. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. Broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum because it is expected that all proposals to be voted on at the Worldpay special meeting will be “non-routine” matters.

Required Vote

Approval of the Worldpay merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists. Abstentions, broker non-votes and failing to submit a vote will have the same effect as a vote “AGAINST” the Worldpay merger proposal.

Approval of the Worldpay compensation proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” the Worldpay compensation proposal. Broker non-votes and failing to submit a vote will not have any effect on the Worldpay compensation proposal.

If there is no quorum, approval of the Worldpay adjournment proposal requires the affirmative vote of a majority of shares present in person or by proxy. Abstentions will have the same effect as a vote “AGAINST” the Worldpay adjournment proposal. Broker non-votes and failing to submit a vote will not have any effect on the Worldpay adjournment proposal.



 

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Share Ownership of and Voting by Worldpay Directors and Executive Officers

As of the close of business on the Worldpay record date, Worldpay’s directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of Worldpay Class A common stock at the Worldpay special meeting, which represents approximately [●]% of the issued and outstanding shares of Worldpay Class A common stock entitled to vote at the Worldpay special meeting. In addition, as described in the section of this joint proxy statement/prospectus entitled “ Certain Beneficial Owners of Worldpay Class  A Common Stock, ” as of the close of business on the Worldpay record date, Worldpay’s directors and executive officers and their affiliates beneficially owned an aggregate of [●] shares of Worldpay Class A common stock.

It is expected that Worldpay’s directors and executive officers will vote their shares “ FOR ” the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal and “ FOR ” the Worldpay adjournment proposal, although none of them has entered into any agreement obligating him or her to do so.

The Merger and the Merger Agreement (page [ ])

Under the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Worldpay, with Worldpay as the surviving corporation in the merger and becoming a direct, wholly-owned subsidiary of FIS, and the separate corporate existence of Merger Sub will cease. Following the effective time, the Worldpay Class A common stock will be delisted from the NYSE and the LSE (to the extent not delisted prior to completion of the merger), will be deregistered under the Exchange Act and will cease to be publicly traded.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. You are urged to read the merger agreement in its entirety because it is the legal document that governs the merger. For more information on the merger and the merger agreement, see “ The Merger ” and “ The Merger Agreement ” beginning on pages [●] and [●], respectively.

As of the date of this joint proxy statement/prospectus, it is not possible to accurately estimate the closing date of the merger because the merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to FIS’ and Worldpay’s obligations to complete the merger; however, FIS and Worldpay currently expect the merger to close during the second half of 2019. Due to conditions such as the approval of the FIS share issuance proposal by the requisite vote of FIS shareholders and approval of the Worldpay merger proposal by the requisite vote of Worldpay stockholders, competition and regulatory approvals, as well as other outstanding conditions required to complete the merger, no assurance can be given as to when, or if, the merger will be completed.

Merger Consideration (page [ ])

At the effective time, each share of Worldpay Class A common stock issued and outstanding immediately prior to the effective time (other than the excluded shares) will be converted into the right to receive, without interest and subject to any applicable withholding taxes, 0.9287 shares of FIS common stock, together with cash in lieu of fractional shares, if any, and $11.00 in cash. The shares of FIS common stock to be issued in the merger will be listed on the NYSE.

Based on the $108.88 closing price of FIS common stock on March 15, 2019, the last full trading day before the public announcement of the merger, the per share value of Worldpay Class A common stock implied by the merger consideration was $112.12 as of such date. Based on the $[●] closing price of FIS common stock on [●], 2019, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, the per share value of Worldpay Class A common stock implied by the merger consideration was $[●].



 

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The exchange ratio is fixed, which means that it will not change between now and the closing date of the merger, which we refer to as the closing date, regardless of whether the market price on the NYSE of either FIS common stock or Worldpay Class A common stock changes. Therefore, the value of the merger consideration will depend, in part, on the market price of FIS common stock at the effective time. The cash portion of the merger consideration is fixed at $11.00, without interest. The market price of FIS common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Worldpay special meeting, the date of the FIS special meeting, the date the merger is completed and thereafter. The market price of FIS common stock, when received by Worldpay stockholders after the merger is completed, could be greater than, less than or the same as the market price of FIS common stock on the date of this joint proxy statement/prospectus or at the date of the Worldpay special meeting. Accordingly, you should obtain current stock price quotations for FIS common stock and Worldpay Class A common stock before deciding how to vote, or whether to abstain from voting, on any of the proposals described in this joint proxy statement/prospectus. FIS common stock is traded on the NYSE under the symbol “ FIS ” and Worldpay Class A common stock is traded on the NYSE under the symbol “ WP ” and on the LSE under the symbol “ WPY .”

Treatment of Fractional Shares (page [ ])

No fractional shares of FIS common stock will be issued upon the conversion of shares of Worldpay Class A common stock pursuant to the merger agreement. In lieu of the issuance of any fractional shares, FIS will pay an amount in cash as further described in “ The Merger Agreement—Treatment of Fractional Shares ” beginning on page [●].

Treatment of Worldpay Equity Awards (page [ ])

Worldpay directors, executive officers and other employees hold various types of compensatory equity awards relating to Worldpay Class A common stock. The merger agreement provides for the treatment at the effective time described below with respect to these awards.

Stock Options . Each option to acquire Worldpay Class A common stock that is outstanding immediately prior to the effective time, which we refer to as a Worldpay option, will be converted into an option to acquire a number of shares of FIS common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Worldpay Class A common stock subject to the option immediately prior to the effective time and (ii) the equity award exchange ratio (which is described below), which we refer to as a converted option, with an exercise price per share of FIS common stock (rounded up to the nearest whole cent) equal to (a) the per share exercise price of Worldpay Class A common stock that applies to the Worldpay option immediately prior to the effective time, divided by (b) the equity award exchange ratio. The terms and conditions of each converted option that apply following the effective time, including with respect to the vesting, forfeiture and exercisability of the converted option, will be the same as those that applied to the corresponding Worldpay option as in effect immediately prior to the effective time (including any accelerated vesting upon a qualifying termination of employment in accordance with the terms of the Worldpay option).

Time Vesting Restricted Shares . Each time vesting restricted share of Worldpay Class A common stock that is outstanding immediately prior to the effective time, which we refer to as a Worldpay restricted share, will be converted at the effective time into a restricted share award consisting of a number of shares of FIS common stock equal to the product of (i) the number of shares of Worldpay Class A common stock subject to the restricted share award immediately prior to the effective time and (ii) the equity award exchange ratio (rounded up to the nearest whole share), which we refer to as a converted restricted share. The terms and conditions of each converted restricted share that apply following the effective time, including with respect to the vesting and forfeiture of the converted restricted share, will be the same as those that applied to the corresponding Worldpay



 

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restricted share as in effect immediately prior to the effective time (including any accelerated vesting upon a qualifying termination of employment in accordance with the terms of the Worldpay restricted share).

Time Vesting Restricted Stock Units; Deferred Stock Units . Each time vesting restricted stock unit award that is outstanding immediately prior to the effective time and each deferred stock unit award relating to shares of Worldpay Class A common stock that is outstanding immediately prior to the effective time, which we refer to as a Worldpay stock unit, will be converted at the effective time into a restricted stock unit award or a deferred stock unit award, as applicable, relating to a number of shares of FIS common stock equal to the product of (i) the number of shares of Worldpay Class A common stock subject to the Worldpay stock unit immediately prior to the effective time and (ii) the equity award exchange ratio (rounded up to the nearest whole share), which we refer to as a converted stock unit. The terms and conditions of each converted stock unit that apply following the effective time, including with respect to vesting and forfeiture, will be the same as those that applied to the corresponding Worldpay stock unit as in effect immediately prior to the effective time (including any accelerated vesting upon a qualifying termination of employment or separation from service in accordance with the terms of the Worldpay stock unit).

Performance Vesting Stock Units; Performance Vesting Restricted Shares . Each performance stock unit award relating to shares of Worldpay Class A common stock that is outstanding immediately prior to the effective time and each restricted share of Worldpay Class A common stock that vests based upon attainment of performance goals and is outstanding immediately prior to the effective time , which we refer to as a Worldpay performance award will be converted at the effective time into a time vesting award relating to a number of shares of FIS common stock equal to the product of (i) the number of shares of Worldpay Class A common stock subject to the Worldpay performance award immediately prior to the effective time, determined as described below, and (ii) the equity award exchange ratio (rounded up to the nearest whole share), which we refer to as a converted performance award. For purposes of determining the number of shares of Worldpay Class A common stock subject to each Worldpay performance award immediately prior to the effective time, the relevant performance goals will be deemed to be achieved at the following levels of performance: (1) 300% of the target level for each Worldpay performance award denominated as a “Performance Share Unit Acquisition Award,” (2) 200% of the target level for each other Worldpay performance award with a performance period beginning in 2017 or 2018, (3) 133% of the target level for each Worldpay performance award with a performance period beginning in 2019 and (4) 100% of the target level for each performance award granted prior to the date of the merger agreement with a performance period beginning in 2020, but in no event will the applicable level of achievement exceed the maximum level of performance that applies to any particular Worldpay performance award. The terms and conditions of each converted performance award that apply following the effective time will be the same as those that applied to the corresponding Worldpay performance award as in effect immediately prior to the effective time, except that the converted performance award will cliff vest based on the holder’s continued service to FIS through the scheduled completion date of the applicable performance period or such other date(s) as provided under the applicable award agreement governing the corresponding Worldpay performance award (subject to any accelerated vesting in accordance with the terms of the Worldpay performance award) without any ongoing performance vesting conditions.

Equity Award Exchange Ratio . For purposes of the conversion of Worldpay equity awards into equity awards relating to FIS common stock at the effective time as described above, which we refer to as the equity award exchange ratio, is equal to the sum, rounded to the nearest one hundredth, of (x) the exchange ratio, plus (y) the quotient of (1) the cash consideration payable in the transaction, divided by (2) the volume-weighted average price per share of FIS common stock on the NYSE calculated for the five consecutive trading days immediately preceding (but not including) the date of closing. The equity award exchange ratio is designed to permit an adjustment which preserves, immediately following the effective time, the pre-closing intrinsic value of the Worldpay equity awards.



 

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Worldpay Employee Stock Purchase Plan

Prior to the effective time, Worldpay is required to take all actions that may be necessary or required under the ESPP to ensure that no new offering period will be authorized or commenced after the date of the merger agreement and to provide that, if then ongoing, the offering period that commenced on or about January 1, 2019 and the ESPP will terminate in its entirety at the effective time.

Worldpay Save as You Earn Plans

Holders of outstanding options under the SAYE Plans will be allowed to exercise their SAYE options in connection with the merger and receive, in respect of the shares of stock they acquire, the same consideration paid to holders of shares of Worldpay Class A common stock. As of the effective time, FIS will offer holders of outstanding SAYE options the opportunity to exchange their option for an option denominated in shares of FIS common stock on the same terms and conditions as applicable prior to the effective time based on the equity award exchange ratio. With respect to SAYE options that are not exercised or exchanged as described in the preceding sentences and are exercised following the merger, FIS may take actions to provide that the shares issued with respect to any such option will be immediately transferred after exercise to FIS (or otherwise be redeemed) in exchange for a number of shares of FIS common stock and cash equal to the merger consideration holders of Worldpay Class A common stock will receive in connection with the merger. Any SAYE options that are not exchanged for options denominated in shares of FIS common stock will cease to be exercisable on the date that is six months following the effective time.

Recommendation of the FIS Board; FIS’ Reasons for the Merger (page [ ])

The FIS board unanimously recommends that FIS shareholders vote “FOR” the FIS share issuance proposal and “FOR” the FIS adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and declaring it advisable that FIS enter into the merger agreement, the FIS board, as described in “ The Merger—Background of the Merger ” beginning on page [●], held a number of meetings, consulted with FIS’ senior management, outside legal counsel and financial advisors, and considered a number of factors it believed supported its decision to enter into the merger agreement, including, without limitation, those listed in “ The Merger—Recommendation of the FIS Board; FIS’ Reasons for the Merger ” beginning on page [●].

Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger (page [ ])

The Worldpay board unanimously recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal, “FOR” the Worldpay compensation proposal and “FOR” the Worldpay adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and declaring it advisable, fair to and in the best interests of Worldpay and its stockholders that Worldpay enter into the merger agreement, the Worldpay board, as described in “ The Merger—Background of the Merger ” beginning on page [●], held a number of meetings and consulted with Worldpay’s senior management, financial advisor and outside legal counsel. In addition, the Worldpay independent directors separately reviewed the proposed merger and consulted with their financial advisor and outside legal counsel. The Worldpay directors considered a number of factors that they believed supported the Worldpay board’s decision to enter into the merger agreement, including, without limitation, those listed in “ The Merger—Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger ” beginning on page [●].



 

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Opinion of FIS Financial Advisors (page [●])

Centerview Partners LLC

FIS retained Centerview Partners LLC, which we refer to as Centerview, as financial advisor to the FIS board in connection with the proposed merger and the other transactions contemplated by the merger agreement, which we collectively refer to as the transaction throughout this section and the summary of Centerview’s opinion below under the caption “ The Merger Opinion of Centerview, FIS’ Financial Advisor ” beginning on page [●]. In connection with this engagement, the FIS board requested that Centerview evaluate the fairness, from a financial point of view, to FIS, of the merger consideration to be paid by FIS in the merger pursuant to the merger agreement. On March 16, 2019, Centerview rendered to the FIS board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 16, 2019 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration proposed to be paid by FIS in the merger pursuant to the merger agreement was fair, from a financial point of view, to FIS.

The full text of Centerview’s written opinion, dated March 16, 2019, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference.  Centerview’s financial advisory services and opinion were provided for the information and assistance of the FIS board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to FIS, of the merger consideration to be paid by FIS in the merger pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transaction and does not constitute a recommendation to any shareholder of FIS or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transaction or any other matter.

The full text of Centerview’s written opinion, attached to this joint proxy statement/prospectus as Annex B , should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Goldman Sachs

Pursuant to an engagement letter, FIS engaged Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, as a financial advisor in connection with the proposed merger.

At a meeting of the FIS board, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of a written opinion, dated March 17, 2019, to the FIS board, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid by FIS for each share of Worldpay Class A common stock pursuant to the merger agreement was fair from a financial point of view to FIS.

The full text of the written opinion of Goldman Sachs, dated March 17, 2019, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex C . The summary of Goldman Sachs’ opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the FIS board in



 

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connection with its consideration of the proposed merger and the opinion does not constitute a recommendation as to how any FIS shareholder should vote with respect to the proposed merger or any other matter.

Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

For additional information, see “ The Merger—Opinion of Goldman Sachs, FIS’ Financial Advisors ” beginning on page [●] and Annex C to this joint proxy statement/prospectus.

Opinion of Worldpay’s Financial Advisor (page [ ])

On March 17, 2019, Credit Suisse Securities (USA) LLC, which we refer to as Credit Suisse, rendered its oral opinion to the Worldpay board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of March 17, 2019, the fairness, from a financial point of view, to the holders of Worldpay Class A common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

Credit Suisse’s opinion was directed to the Worldpay board, and only addressed the fairness, from a financial point of view, to the holders of Worldpay Class A common stock of the merger consideration to be received by such holders in the merger and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex  D to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to any securityholder as to how such securityholder should vote or act with respect to any matter relating to the merger.

For additional information, see “ The Merger—Opinion of Worldpay’s Financial Advisor ” beginning on page [●] and Annex D to this joint proxy statement/prospectus.

Interests of Certain Worldpay Directors and Executive Officers in the Merger (page [ ])

In considering the recommendation of the Worldpay board that Worldpay stockholders vote “ FOR ” the Worldpay merger proposal, “ FOR the Worldpay compensation proposal and “ FOR ” the Worldpay adjournment proposal, Worldpay stockholders should be aware that certain executive officers and directors of Worldpay may have interests in the merger that may be different from, or in addition to, the interests of Worldpay stockholders generally. These interests include, among others, severance rights, rights to continuing indemnification and directors’ and officers’ liability insurance, accelerated vesting of certain equity awards and the right of the Worldpay CEO to be an executive of FIS and the executive vice chairman of the FIS board upon the effective time of the merger. The Worldpay board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in recommending that the Worldpay stockholders adopt and approve the merger agreement.



 

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For additional information, see “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger ” beginning on page [●].

Governance of the Combined Company (page [ ])

Chairman and Chief Executive Officer

The merger agreement provides that, at the effective time, the chairman, chief executive officer and president of FIS as of immediately prior to the effective time, who we refer to as the FIS CEO, will continue to serve as the chief executive officer and president of FIS and will remain the chairman of the FIS board.

Worldpay CEO Continued Role

The merger agreement provides that, at the effective time, the executive chairman and chief executive officer of Worldpay as of immediately prior to the effective time, who we refer to as the Worldpay CEO, will become an executive of FIS and will serve as executive vice chairman of the FIS board for a period of no less than one year following the effective time.

FIS Board

Board of Directors

The merger agreement provides that, immediately following the effective time, the FIS board will be comprised of 12 directors, of which:

 

   

seven will be continuing FIS directors, one of whom will be the FIS CEO and the remaining six will be independent directors of FIS as of immediately prior to the effective time; and

 

   

five will be continuing Worldpay directors, one of whom will be the Worldpay CEO (for a period of no less than one year following the effective time) and the remaining four will be independent directors of Worldpay as of immediately prior to the effective time.

See “ The Merger—Governance of the Combined Company ” beginning on page [●] for the definition of “FIS continuing directors” and “Worldpay continuing directors.”

As of the date of this joint proxy statement/prospectus, other than as indicated above, the individuals who will serve on the FIS board at the effective time have not been determined.

Lead Independent Director and Committees of the FIS Board of Directors

Immediately following the effective time:

 

   

a continuing Worldpay director, other than the Worldpay CEO, will serve as the lead independent director of FIS;

 

   

a continuing Worldpay director will be appointed to each standing committee of the FIS board; and

 

   

for the two years following the closing date, in the event a Worldpay continuing director ceases to serve as a member of the FIS board, the non-departing continuing Worldpay directors may propose up to two individuals to replace such departing director and the Corporate Governance and Nominating Committee of the FIS board will reasonably consider in good faith including such individuals in a slate of nominees to be presented to the FIS board to replace such departing director.



 

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Regulatory Approvals (page [ ])

General

FIS and Worldpay have agreed to use reasonable best efforts to take, or cause to be taken, all necessary actions, and to do, or cause to be done, all things necessary, proper or advisable, subject to certain limitations, to consummate and make effective the transactions contemplated by the merger agreement as promptly as practicable following the date of the merger agreement. For a description of the parties’ obligations with respect to regulatory approvals related to the merger, see “ The Merger Agreement—Regulatory Matters; Efforts to Complete the Merger beginning on page [●].

Requisite Regulatory Approvals

The completion of the merger is subject to the receipt of the requisite regulatory approvals described below:

 

   

United States Antitrust and Non-U.S. Competition Laws . FIS and Worldpay are required to submit notifications to various competition authorities prior to completing the merger. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1979, which we refer to as the HSR Act, FIS and Worldpay must file notifications with the Federal Trade Commission, which we refer to as the FTC, and the Antitrust Division of the United States Department of Justice, which we refer to as the DOJ, and observe a mandatory pre-merger waiting period (and any extensions thereof) before completing the merger. The initial filing under the HSR Act was submitted on March 28, 2019 to the FTC and DOJ. In addition, FIS and Worldpay are required or have agreed to obtain certain other authorizations, consents, orders, approvals, filings and declarations, or observe applicable waiting periods, under applicable antitrust or competition laws in certain non-U.S. jurisdictions, which include the European Union.

 

   

Non-U.S. Regulatory Approvals . Completion of the merger is subject to the receipt of certain additional required non-U.S. regulatory approvals, including those of the U.K. Financial Conduct Authority, which we refer to as the FCA, and the Dutch Central Bank ( De Nederlandsche Bank ), required as a result of actual or deemed “changes in control” of certain regulated entities of the parties.

There can be no assurance that the antitrust regulators or other government agencies, including state attorneys general or private parties, will not initiate actions to challenge the merger before or after it is completed, and, if such an action or challenge is made, there can be no assurance as to its result. Any such action or challenge to the merger could result in an administrative or court order enjoining the merger or in restrictions or conditions that would have a material adverse effect on FIS after completion of the merger. Such restrictions and conditions could include requiring the divestiture or spin-off of certain businesses, assets or products, the licensing of intellectual property rights and the imposition of limitations on the ability of FIS, as a condition to completion of the merger, to operate its business as it sees fit. Neither FIS nor Worldpay can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger.

Ownership of the Combined Company After the Merger (page [ ])

As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of common stock of FIS and Worldpay that will be outstanding immediately following the completion of the merger, after giving effect to the FIS share issuance, FIS and Worldpay estimate that holders of shares of FIS common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 53% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the merger, and holders of shares of Worldpay Class A common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 47% of the issued and outstanding shares of common stock of the combined company immediately following the completion of the merger.



 

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Debt Financing (page [ ])

The merger is not subject to a financing condition.

As of December 31, 2018, FIS had total indebtedness of approximately $9.0 billion and Worldpay had total indebtedness of approximately $7.9 billion. In connection with the merger, on March 17, 2019, FIS entered into a bridge facility commitment letter, which we refer to as the original commitment letter, with Barclays Bank PLC, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, who we collectively refer to as the Lenders, pursuant to which the Lenders committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $9.5 billion which we refer to as the bridge facility, consisting of (i) a $2.0 billion tranche to backstop an amendment to FIS’ existing revolving credit facility, dated September 21, 2018, which we refer to as the existing revolving credit facility, to permit the borrowing of revolving loans thereunder up to $2.0 billion, which we refer to as the specified revolving loans, on a limited conditionality basis consistent with the conditions precedent to funding under the bridge facility (such tranche being referred to herein as the amendment tranche) and (ii) a $7.5 billion tranche, which we refer to as the capital markets tranche. The capital markets tranche of the bridge facility was established for the purpose of refinancing certain outstanding indebtedness of Worldpay and its subsidiaries on the closing date, financing a portion of the merger consideration, and paying fees and expenses related to the merger, the refinancing and the related transactions. On March 29, 2019, FIS entered into a joinder agreement to the original commitment letter to, among other things, add additional commitment parties and reallocate the commitments in respect of the capital markets tranche of the bridge facility thereunder. The original commitment letter, as amended by the joinder agreement, is referred to in this joint proxy statement/prospectus as the commitment letter. On March 29, 2019, FIS and certain financial institutions party to the existing revolving credit facility entered into an amendment to the existing revolving credit facility to, among other things, permit the borrowing of the specified revolving loans on a limited conditionality basis consistent with the conditions precedent to funding under the bridge facility and, in connection with the entry into such amendment, the commitments in respect of the amendment tranche of the bridge facility were automatically and permanently reduced to zero. The specified revolving loans may also be used to refinance certain outstanding indebtedness of Worldpay and its subsidiaries on the closing date, finance a portion of the merger consideration and pay fees and expenses related to the merger, the refinancing and the related transactions.

FIS intends to replace the capital markets tranche of the bridge facility prior to the closing of the merger with a portion of what we refer to as the permanent financing, which we currently expect to include debt securities, commercial paper and/or revolving credit borrowings FIS currently intends to borrow approximately $11.1 billion of permanent financing, although the amount of the permanent financing could change.

In addition, depending on market conditions, FIS might choose to leave outstanding some or all of Worldpay’s existing notes, in an aggregate principal amount of approximately $1.7 billion, which would reduce the amount of permanent financing that FIS would seek to raise. In the event that new FIS unsecured notes are not issued and sold prior to the closing of the merger, then FIS intends to use the proceeds of the bridge facility, together with commercial paper and/or revolving credit borrowings, to pay the cash portion of the purchase price and fees and expenses and repay the outstanding Worldpay bank debt at closing, and leave the Worldpay notes outstanding. In such event, it would be FIS’ intention to refinance the bridge facility following the closing when new FIS notes can be issued.

On April 5, 2019, FIS and certain financial institutions party to the existing revolving credit facility entered into a second amendment to the existing revolving credit facility to permit FIS to exclude indebtedness issued or



 

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incurred for the purpose of financing any acquisition that utilizes at least $1.5 billion of debt financing from the calculation of the maximum leverage ratio permitted thereunder prior to the consummation of such acquisition or the termination of the acquisition agreement with respect thereto; provided that such acquisition financing includes provisions requiring its repayment if the acquisition is not completed.

The funding of the capital markets tranche of the bridge facility on the closing date is subject to the satisfaction (or waiver) of certain conditions set forth in the commitment letter, including, among others, completion of the merger substantially concurrent with the funding of the bridge facility, the non-occurrence of a material adverse effect (as defined in the merger agreement) with respect to Worldpay, delivery of certain financial statements of FIS and Worldpay, the accuracy (subject to certain materiality qualifiers) of certain representations and warranties, the execution and delivery of definitive documentation and other customary conditions more fully set forth in the commitment letter. The conditions precedent to the funding of the specified revolving loans under the existing revolving credit facility on the closing date are substantially the same as the conditions precedent to the funding of the bridge facility on the closing date.

For information regarding the debt financing, see “ The Merger—Debt Financing ” beginning on page [●].

No Solicitation of Acquisition Proposals (page [ ])

Each of FIS and Worldpay has agreed that it will not, and it will cause its subsidiaries and its subsidiaries’ executive officers and directors not to, and will direct its and its subsidiaries’ respective representatives that are not executive officers or directors not to, directly or indirectly:

 

   

solicit, initiate, seek or support or knowingly encourage or facilitate any inquiries or proposals with respect to any acquisition proposal;

 

   

engage or participate in any negotiations with any person concerning any acquisition proposal;

 

   

provide any confidential or non-public information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, except to notify a person that makes any inquiry or offer with respect to an acquisition proposal of the existence of the non-solicitation provisions of the merger agreement or solely to clarify whether any such inquiry or offer constitutes an acquisition proposal; or

 

   

enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a certain confidentiality agreement as described below) relating to any acquisition proposal.

Notwithstanding the foregoing, prior to the requisite approval by the FIS shareholders of the FIS share issuance proposal or prior to the requisite approval by the Worldpay stockholders of the Worldpay merger proposal, as applicable, in the event that FIS or Worldpay, as applicable, receives an unsolicited bona fide written acquisition proposal after the date of the merger agreement (which acquisition proposal did not result from a breach of the merger agreement) and the FIS board or the Worldpay board, as applicable, concludes in good faith (after receiving the advice of its outside legal counsel and its outside financial advisor) that such acquisition proposal constitutes, or would reasonably be expected to result in, a superior proposal, FIS or Worldpay, as applicable, may, and may permit its subsidiaries and its subsidiaries’ respective representatives to, furnish, or cause to be furnished, confidential or non-public information or data and participate in such negotiations or discussions to the extent that the FIS board or the Worldpay board, as applicable, concludes in good faith (after receiving the advice of its outside legal counsel and its outside financial advisor) that failure to take such actions would be inconsistent with its fiduciary duties under applicable law. Prior to providing any confidential or non-public information or data permitted to be provided pursuant to the foregoing provisions, (i) FIS or Worldpay, as applicable, are obligated to enter into a confidentiality agreement with such third party on terms no less



 

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restrictive to such person (or group of persons) than the terms of the confidentiality agreement between FIS and Worldpay, and such confidentiality agreement will not provide such person with any exclusive right to negotiate with FIS or Worldpay, as applicable, and (ii) any confidential or non-public information to be provided by FIS or Worldpay, as applicable, to such third party shall have been previously provided, or is concurrently provided, to Worldpay, in the case of FIS, or FIS, in the case of Worldpay.

For more information, including the definition of “acquisition proposal,” see “ The Merger Agreement—No Solicitation of Acquisition Proposals ” beginning on page [●].

Change in Board Recommendation (page [ ])

Under the merger agreement, subject to certain exceptions described below, each of FIS and Worldpay has agreed to use its reasonable best efforts to obtain the requisite approval by FIS shareholders of the FIS share issuance proposal and the requisite approval by Worldpay stockholders of the Worldpay merger proposal, as applicable.

However, if the FIS board or the Worldpay board, after receiving the advice of its outside legal counsel and its outside financial advisor, determines in good faith that it would be inconsistent with its fiduciary duties under applicable law to continue to recommend the merger agreement, then the FIS board or the Worldpay board, as applicable, may take any of the following actions, which we refer to as the change in FIS recommendation or the change in Worldpay recommendation, as applicable:

 

   

withdraw, change, qualify or modify or publicly and affirmatively propose to withdraw, change, qualify or modify, in each case, in a manner adverse to the other party, the applicable board of directors’ recommendation;

 

   

fail to include the applicable board of directors’ recommendation in this joint proxy statement/prospectus;

 

   

fail to recommend against acceptance of any tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for FIS common stock, in the case of the FIS board, or Worldpay Class A common stock, in the case of the Worldpay board, within the earlier of 10 business days specified in Rule 14e-2(a) under the Exchange Act after the commencement of such offer or the period ended two business days prior to the FIS shareholder meeting or Worldpay stockholder meeting, as applicable;

 

   

approve, resolve, adopt or recommend, or propose publicly to approve, resolve, adopt or recommend, any acquisition proposal; or

 

   

after receipt of any acquisition proposal by either Worldpay or FIS, as applicable, other than with respect to the 10 business days applicable to tender or exchange offers described above, failing to publicly reaffirm the applicable board of directors’ recommendation or failing to recommend against such acquisition proposal, in each case, after a request by FIS or Worldpay, as applicable, within the earlier of five business days after such request or the period ended two business days prior to the FIS shareholder meeting or the Worldpay stockholder meeting, as applicable; provided that Worldpay or FIS, as applicable, may make no more than two such requests for each acquisition proposal, provided further that either Worldpay or FIS, as applicable, may make one additional request for each modification to an acquisition proposal.

Notwithstanding the foregoing, neither the FIS board nor the Worldpay board may effect a change in FIS recommendation or a change in Worldpay recommendation, as applicable, unless:

 

   

(i) FIS or Worldpay, as applicable, has received an acquisition proposal after the date of the merger agreement and prior to the receipt of the approval of the FIS shareholders or Worldpay stockholders, as



 

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applicable, that did not result from a breach of the merger agreement (and such proposal is not withdrawn) and the FIS board or the Worldpay board, as applicable, determines in good faith (after receiving the advice of its outside legal counsel and its outside financial advisor) that such acquisition proposal constitutes a superior proposal; or (ii) an intervening event occurs or arises after the date of the merger agreement, and the FIS board or the Worldpay board, as applicable, determines in good faith (after receiving the advice of its outside legal counsel and its outside financial advisor) that continuing to make its recommendation would be inconsistent with its fiduciary duties under applicable law;

 

   

FIS gives Worldpay, in the case of the FIS board, or Worldpay gives FIS, in the case of the Worldpay board, at least four business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including in the case of an acquisition proposal, the latest material terms and conditions of, and the identity of any third party making, any such acquisition proposal and any amendment or modification thereof or, in the case of an intervening event, the nature of the intervening event in reasonable detail); and

 

   

at the end of such notice period, each of the FIS board and the Worldpay board, as applicable, takes into account any amendment or modification to the merger agreement proposed by Worldpay, in the case of the FIS board (which is required to be negotiated in good faith by FIS), or by FIS, in the case of the Worldpay board (which is required to be negotiated in good faith by Worldpay), and after receiving the advice of its outside legal counsel and its outside financial advisor, determines in good faith that it would nevertheless be inconsistent with its fiduciary duties under applicable law to continue to recommend the merger agreement.

Any material amendment to an acquisition proposal will be deemed to be a new acquisition proposal, except that two business days’ prior written notice shall be given, instead of four business days as described above.

Conditions to the Completion of the Merger (page [ ])

The respective obligations of each of Worldpay, FIS and Merger Sub to effect the merger are subject to the satisfaction at or prior to the effective time of the following conditions:

 

   

Worldpay Stockholder Approval and FIS Shareholder Approval . The approval of the Worldpay merger proposal by the requisite vote of the Worldpay stockholders must have been obtained, which we refer to as the Worldpay stockholder approval, and the approval of the FIS share issuance proposal by the requisite vote of the FIS shareholders must have been obtained, which we refer to as the FIS shareholder approval.

 

   

Effectiveness of the Registration Statement . The registration statement of which this joint proxy statement/prospectus forms a part must have become effective under the Securities Act and must not be the subject of any stop order issued by the SEC or any proceedings for that purpose that have been initiated or threatened by the SEC and not withdrawn.

 

   

NYSE Listing . Shares of FIS common stock that will be issued pursuant to the merger agreement must have been authorized for listing on the NYSE, subject to official notice of issuance.

 

   

UK Prospectus. A prospectus in relation to the FIS common stock must have been, if required by applicable law, approved by the FCA or other applicable government entity and made available to the public in accordance with applicable law.

 

   

No Injunction or Restraints and No Illegality . There must not be any order, injunction or decree issued by any governmental entity of competent jurisdiction preventing the completion of the merger in effect,



 

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and there must not be any statute, rule or regulation that has been enacted, entered, promulgated or enforced by any relevant governmental entity which prohibits or makes illegal consummation of the merger.

 

   

Requisite Regulatory Approvals . All requisite regulatory approvals as described below must have been obtained:

 

   

any applicable waiting period under the HSR Act must have been expired or been earlier terminated and any timing agreement delaying the closing entered into in connection therewith must have expired, which we refer to as the HSR Act clearance;

 

   

all other authorizations, consents, orders, approvals, filings and declarations (and all other expirations of waiting periods), required pursuant to other antitrust or competition laws of certain non-U.S. jurisdictions as agreed to by the parties must have been obtained, including the European Union; and

 

   

certain additional regulatory approvals as agreed to by the parties must have been obtained and must remain in full force and effect and all statutory waiting periods in respect thereof must have expired or been terminated.

The obligations of FIS and Merger Sub to effect the merger are subject to the satisfaction, or waiver by FIS, at or prior to the effective time, of the following additional conditions:

 

   

subject to certain exceptions and materiality standards provided in the merger agreement, the representations and warranties of Worldpay must be true and correct as of the date of the merger agreement and as of and as though made on the closing date (except to the extent a representation or warranty is made solely as of an earlier date, in which case as of such date); and

 

   

subject to certain exceptions provided in the merger agreement, Worldpay must have performed and complied in all material respects with all obligations required to be performed or complied with by it under the merger agreement at or prior to the closing.

The obligations of Worldpay to effect the merger are subject to the satisfaction, or waiver by Worldpay, at or prior to the effective time, of the following additional conditions:

 

   

subject to certain exceptions and materiality standards provided in the merger agreement, the representations and warranties of FIS must be true and correct as of the date of the merger agreement and as of and as though made on the closing date (except to the extent a representation or warranty is made as of an earlier date, in which case as of such date); and

 

   

each of FIS and Merger Sub must have performed and complied with, in all material respects, the obligations required to be performed and complied with by it under the merger agreement at or prior to the closing.

Termination (page [ ])

Termination by Mutual Consent

The merger agreement may be terminated at any time prior to the effective time by mutual consent of FIS and Worldpay in a written instrument.



 

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Termination by Either FIS or Worldpay

Either FIS or Worldpay may terminate the merger agreement at any time prior to the effective time under the following circumstances:

 

   

if (i) any governmental entity required to grant a requisite regulatory approval has denied approval of the merger and such denial has become final and non-appealable or (ii) any governmental entity of competent jurisdiction has issued a final non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the completion of the merger (unless the occurrence of the foregoing is due to the failure of the party seeking to terminate the merger agreement to perform or comply with the covenants and agreements of such party set forth in the merger agreement);

 

   

if the merger has not completed by March 17, 2020, which we refer to as the initial termination date and, as it may be extended below, referred to as the termination date:

 

   

if, on the initial termination date, any of the requisite regulatory approvals has not been obtained and all of the other conditions to closing set forth in the merger agreement have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the closing), the initial termination date may be extended by either FIS or Worldpay to June 17, 2020, which we refer to as the extended termination date, on written notice to the other party on or by the initial termination date;

 

   

notwithstanding the foregoing, if the failure of the closing to occur by the initial termination date or the extended termination date, as applicable, is due to the failure of the party seeking to terminate the merger agreement or to extend the termination date, as applicable, to perform or observe the covenants and agreements of such party set forth in the merger agreement, such party will not have the right to seek to terminate the merger agreement or to extend the termination date, as applicable, which such termination we refer to as an “outside date termination;”

 

   

if the requisite approval by the Worldpay stockholders of the Worldpay merger proposal has not been obtained by the time that the duly convened Worldpay meeting (including any adjournments or postponements thereof) has been concluded, which such termination we refer to as a “Worldpay stockholder approval failure termination;” or

 

   

if the requisite approval by the FIS shareholders of the FIS share issuance proposal has not been obtained by the time that the duly convened FIS meeting (including any adjournments or postponements) has concluded, which such termination we refer to as a “FIS shareholder approval failure termination.”

Termination by FIS

FIS may also terminate the merger agreement under the following circumstances:

 

   

at any time prior to the effective time, provided that FIS is not then in material breach of any of its representations, warranties, covenants or other agreements contained in the merger agreement, if there has been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Worldpay, which breach or failure to be true, either individually or in the aggregate with all other breaches by Worldpay (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the date on which the closing would otherwise have been required to occur pursuant to the merger agreement, the failure of a condition to close as set forth in the merger agreement, and which breach is not cured by the earlier of the termination date or 60 days following written notice to Worldpay or by its nature or timing cannot be cured, which such termination we refer to as a “Worldpay material breach termination;” or



 

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prior to obtaining the requisite approval by the Worldpay stockholders of the Worldpay merger proposal, if the Worldpay board has (i) failed to recommend in this joint proxy statement/prospectus that the Worldpay stockholders adopt and approve the Worldpay merger proposal, (ii) effected a change in Worldpay recommendation or (iii) submitted the merger agreement to the Worldpay stockholders without a recommendation for adoption and approval, which such termination we refer to as a “change in Worldpay recommendation termination.”

Termination by Worldpay

Worldpay may also terminate the merger agreement under the following circumstances:

 

   

at any time prior to the effective time, provided that Worldpay is not then in material breach of any of its representations, warranties, covenants or other agreements contained in the merger agreement, if there has been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of FIS or Merger Sub, which breach or failure to be true, either individually or in the aggregate with all other breaches by FIS or Merger Sub (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the date on which the closing would otherwise have been required to occur pursuant to the merger agreement, the failure of a condition to close as set forth in the merger agreement, and which breach is not cured by the earlier of the termination date or 60 days following written notice to FIS or by its nature or timing cannot be cured, which such termination we refer to as a “FIS material breach termination;” or

 

   

prior to obtaining the requisite approval by the FIS shareholders of the FIS share issuance proposal, if the FIS board has (i) failed to recommend in this joint proxy statement/prospectus that the FIS shareholders approve the FIS share issuance proposal, (ii) effected a change in FIS recommendation or (iii) submitted the FIS share issuance proposal to the FIS shareholders for approval without a recommendation for approval, which such termination we refer to as a “change in FIS recommendation termination.”

Termination Fee (page [ ])

FIS will be required to pay to Worldpay a termination fee of $1 billion under the following circumstances:

 

   

in the event that the merger agreement is terminated by Worldpay pursuant to a change in FIS recommendation termination; or

 

   

in the event that the merger agreement is terminated (i) by either FIS or Worldpay pursuant to an outside date termination and the requisite approval by the FIS shareholders of the FIS share issuance proposal has not been obtained prior to such date, (ii) by either FIS or Worldpay pursuant to an FIS shareholder approval failure termination or (iii) by Worldpay pursuant to an FIS material breach termination, in each case, under certain circumstances where, after the date of the merger agreement and prior to termination of the merger agreement, FIS receives a bona fide acquisition proposal prior to such termination, and such acquisition proposal has not been withdrawn at the time of termination of the merger agreement, and within 12 months after such termination FIS enters into a definitive agreement or completes a transaction with respect to an acquisition proposal; provided that, for purposes of the termination fee payable by FIS under this bullet, all references in the definition of acquisition proposal to “25%” will instead refer to “50%.”

Worldpay will be required to pay to FIS a termination fee of $1 billion under the following circumstances:

 

   

in the event that the merger agreement is terminated by FIS pursuant to a change in Worldpay recommendation termination; or



 

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in the event that the merger agreement is terminated (i) by either FIS or Worldpay pursuant to an outside date termination and the requisite Worldpay stockholder approval of the Worldpay merger proposal has not been obtained prior to such date, (ii) by either FIS or Worldpay pursuant to a Worldpay stockholder approval failure termination or (iii) by FIS pursuant to a Worldpay material breach termination, in each case, under certain circumstances where, after the date of the merger agreement and prior to termination of the merger agreement, Worldpay receives a bona fide acquisition proposal prior to such termination, and such acquisition proposal has not been withdrawn at the time of termination of the merger agreement, and within 12 months after such termination Worldpay enters into a definitive agreement or completes a transaction with respect to an acquisition proposal; provided that, for purposes of the termination fee payable by Worldpay under this bullet, all references in the definition of acquisition proposal to “25%” will instead refer to “50%.”

For more information, see “ The Merger Agreement—Termination Fee ” beginning on page [●].

NYSE Listing of Shares of FIS common stock (page [ ])

Under the terms of the merger agreement, FIS is required to cause shares of FIS common stock to be issued in the merger to be authorized for listing on the NYSE prior to the effective time, subject to official notice of issuance. Accordingly, FIS will apply to have the shares of FIS common stock to be issued in the merger authorized for listing on the NYSE, where shares of FIS common stock are currently traded under the symbol “FIS.”

Delisting and Deregistration of Worldpay Class A Common Stock (page [ ])

If the merger is completed, there will no longer be any publicly held shares of Worldpay Class A common stock. Accordingly, Worldpay Class A common stock (i) will no longer be listed on the NYSE and will be deregistered under the Exchange Act and (ii) to the extent not delisted prior to completion of the merger, will no longer be listed on the Standard Segment of the Official List of the FCA and the admission to trading of Worldpay’s Class A common stock on the main market of the LSE will be cancelled. Under the terms of the merger agreement, Worldpay is required to cooperate with FIS and use its reasonable best efforts to enable (i) the delisting of Worldpay Class A common stock from the NYSE and the deregistration of Worldpay Class A common stock under the Exchange Act effective as of immediately following the effective time and (ii) the delisting of Worldpay Class A common stock on the Standard Segment of the Official List of the FCA and the cancellation of the admission to trading of Worldpay’s Class A Common Stock on the main market of the LSE effective prior to, but no later than, the effective time. Worldpay, on April 10, 2019, applied for the cancellation of the listing of its Class A common stock on the standard listing of the Official List of the FCA and of trading on the Main Market of the LSE, which we refer to as the Worldpay LSE delisting application. The delisting from the LSE is expected to take effect at or around 8:00 am (BST) on May 20, 2019.

Comparison of the Rights of FIS Shareholders and Worldpay Stockholders (page [ ])

Worldpay stockholders will have different rights once they become FIS shareholders due to differences between the organizational documents of, and governing laws applicable to, Worldpay and FIS. See “ Comparison of the Rights of FIS Shareholders and Worldpay Stockholders ” beginning on page [●].

Appraisal Rights (page [ ])

Under Georgia law, FIS shareholders are not entitled to dissenters’ or appraisal rights in connection with the issuance of shares of FIS common stock in the merger.



 

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For purposes of the merger, each holder of record of Worldpay Class A common stock is entitled to appraisal rights under Delaware law in connection with the merger. Pursuant to Section 262 of the DGCL, a holder of record of Worldpay Class A common stock who does not vote for the adoption and approval of the merger agreement and who otherwise follows the procedures set forth in Section 262 of the DGCL has the right to seek appraisal of his, her or its shares of Worldpay Class A common stock, subject to certain limitations in the DGCL, and to receive payment in cash of the judicially determined fair value of his, her or its shares of Worldpay Class A common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount judicially determined to be the fair value of such shares of Worldpay Class A common stock. These rights are known as appraisal rights. The “fair value” of such shares of Worldpay Class A common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the merger consideration that a holder of record of Worldpay Class A common stock is otherwise entitled to receive for the same number of shares of Worldpay Class A common stock under the terms of the merger agreement. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. A holder of record of Worldpay Class A common stock who wishes to exercise appraisal rights, or preserve the ability to do so, must not vote for the Worldpay merger proposal, or deliver a signed proxy without indicating a decision on the Worldpay merger proposal. Any signed proxies returned without indicating a decision on the Worldpay merger proposal will be considered as voting “FOR” the Worldpay merger proposal.

The DGCL requirements for exercising appraisal rights are described in further detail in “ Appraisal Rights ” beginning on page [●], and Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, is reproduced and attached as Annex E to this joint proxy statement/prospectus. A holder of record of Worldpay Class A common stock intending to exercise his, her or its appraisal rights should carefully review Annex E to this joint proxy statement/prospectus in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL may result in loss of appraisal rights.

Material U.S. Federal Income Tax Consequences of the Merger (page [ ])

Worldpay and FIS intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the merger is so treated, if you are a U.S. holder of Worldpay Class A common stock and you exchange all of your Worldpay Class A common stock in exchange for FIS common stock and cash in the merger, you will not recognize any gain or loss with respect to your Worldpay Class A common stock, except to the extent of any cash you may receive as part of the merger consideration and cash in lieu of a fractional share.

Worldpay has requested that Skadden render its opinion to Worldpay, dated the closing date of the merger, to the effect that, based on certain facts, representations, covenants, and assumptions, the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Whether such opinion can be given will depend on, among other factors, the fair market value of the FIS common stock as of the closing date of the merger. Moreover, if such opinion is rendered, there can be no assurance that the IRS will agree with the conclusions expressed therein. The obligation of FIS and Worldpay to consummate the merger, however, is not conditioned upon the receipt of such opinion from Skadden or any other counsel, nor have the parties applied for a ruling from the IRS.

In the event that Skadden is unable to deliver an opinion that the merger will qualify as a reorganization under Section 368(a) of the Code, Worldpay and FIS will each use its reasonable best efforts to employ an alternative structure that would qualify as a reorganization within the meaning of Section 368(a) of the Code. The tax consequences of any alternative structure to holders of Worldpay Class A common stock would be the same as described below in “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger if the merger qualified as a reorganization. Worldpay’s and FIS’ obligations to employ an alternative structure (A) shall not



 

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(1) without the consent of Worldpay and FIS, alter or change the amount, nature or mix of the merger consideration or (2) impose any material incremental economic costs on FIS or Worldpay or reduce the anticipated benefits to FIS or Worldpay of the merger or the other transactions contemplated by the merger agreement in any material respect and (B) shall be capable of consummation by the termination date.

If the merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Code, and an alternative structure that would qualify as a reorganization within the meaning of Section 368(a) of the Code is not undertaken, a U.S. holder of Worldpay Class A common stock generally would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of FIS common stock and the amount of cash received in the merger by the holder (including cash received in lieu of a fractional share of FIS common stock) and (2) the holder’s basis in the Worldpay Class A common stock surrendered.

You should read “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page [●] of this joint proxy statement/prospectus for a more complete discussion of the material U.S. federal income tax consequences of the merger. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws. You should consult your tax advisor to determine the tax consequences of the merger to you.

Accounting Treatment of the Merger (page [ ])

The merger will be accounted for using the acquisition method of accounting, with FIS as the acquirer of Worldpay. FIS will record assets acquired, including identifiable intangible assets, and liabilities assumed from Worldpay at their respective fair values at the effective time of the merger. Any excess of the purchase price over the fair value of such assets minus the fair value of such liabilities will be recorded as goodwill. See “ The Merger—Accounting Treatment of the Merger beginning on page [●].



 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIS

The following table presents selected historical consolidated financial data of FIS as of and for the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. The selected historical consolidated financial data as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016, have been derived from FIS’ audited consolidated financial statements and accompanying notes contained in FIS’ Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference herein. The selected historical consolidated financial data as of December 31, 2016, 2015 and 2014, and for the years ended December 31, 2015 and 2014, have been derived from FIS’ audited consolidated financial statements for such years and accompanying notes, which are not incorporated by reference herein.

The information set forth below is only a summary. You should read the following information together with FIS’ consolidated financial statements and accompanying notes and the sections entitled “ Selected Financial Data” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in FIS’ Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference herein, and in FIS’ other reports filed with the SEC. The selected historical data presented below constitutes historical financial data of FIS. FIS’ historical consolidated financial information may not be indicative of the future performance of FIS or the combined company. For more information, see “ Where You Can Find More Information ” beginning on page [●].

 

     Year Ended December 31,  
     2018     2017     2016     2015     2014  
     (In millions, except per share data)  
Statement of Earnings Data:   

Revenue

   $ 8,423     $ 8,668     $ 8,831     $ 6,260     $ 6,413  

Cost of revenue

     5,569       5,794       5,895       4,071       4,327  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     2,854       2,874       2,936       2,189       2,086  

Selling, general and administrative expenses

     1,301       1,442       1,707       1,102       815  

Asset impairments

     95       —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     1,458       1,432       1,229       1,087       1,271  

Total other income (expense), net income taxes and equity method investment earnings (loss)

     (354     (456     (392     (62     (218
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations before income taxes and equity method investment earnings (loss)

     1,104       976       837       1,025       1,053  

Provision (benefit) for income taxes

     208       (321     291       375       335  

Equity method investment earnings (loss)

     (15     (3     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from continuing operations, net of tax

     881       1,294       546       650       718  

Earnings (loss) from discontinued operations, net of tax

     —         —         1       (7     (11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

     881       1,294       547       643       707  

Net (earnings) loss attributable to noncontrolling interest

     (35     (33     (22     (19     (28
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to FIS common stockholders

   $ 846     $ 1,261     $ 525     $ 624     $ 679  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings per share—basic from continuing operations attributable to FIS common stockholders

   $ 2.58     $ 3.82     $ 1.61     $ 2.21     $ 2.42  

Net earnings (loss) per share—basic from discontinued operations attributable to FIS common stockholders

     —         —         —         (0.03     (0.04
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings per share—basic attributable to FIS common stockholders

   $ 2.58     $ 3.82     $ 1.61     $ 2.19     $ 2.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares—basic

     328       330       326       285       285  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


 

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     Year Ended December 31,  
     2018      2017      2016      2015     2014  
     (In millions, except per share data)  

Net earnings per share—diluted from continuing operations attributable to FIS common stockholders

   $ 2.55      $ 3.75      $ 1.59      $ 2.18     $ 2.39  

Net earnings (loss) per share—diluted from discontinued operations attributable to FIS common stockholders

     —          —          —          (0     (0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Net earnings per share—diluted attributable to FIS common stockholders

   $ 2.55      $ 3.75      $ 1.59      $ 2.16     $ 2.35  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Weighted average shares—diluted

     332        336        330        289       289  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Amounts attributable to FIS common stockholders:

             

Earnings from continuing operations, net of tax

   $ 846      $ 1,261      $ 524      $ 631     $ 690  

Earnings (loss) from discontinued operations, net of tax

     —          —          1        (7     (11
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Net earnings attributable to FIS common stockholders

   $ 846      $ 1,261      $ 525      $ 624     $ 679  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

     As of December 31,  
     2018      2017      2016      2015      2014  
     (In millions, except per share data)  

Balance Sheet Data:

              

Cash and cash equivalents

   $ 703      $ 665      $ 683      $ 682      $ 493  

Goodwill

     13,545        13,730        14,178        14,745        8,878  

Intangible assets, net

     3,132        3,885        4,590        5,080        1,268  

Total assets

     23,770        24,526        26,026        26,185        14,521  

Total debt

     8,985        8,763        10,478        11,444        5,068  

Total FIS stockholders’ equity

     10,215        10,711        9,675        9,298        6,557  

Noncontrolling interest

     7        109        104        86        135  

Total equity

     10,222        10,820        9,779        9,384        6,692  

Cash dividends declared per share

   $ 1.28      $ 1.16      $ 1.04      $ 1.04      $ 0.96  


 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WORLDPAY

The following tables present selected historical consolidated financial data of Worldpay as of and for the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. The selected historical consolidated financial data as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016, have been derived from Worldpay’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2018 contained in Worldpay’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019, which is incorporated by reference herein. The selected historical consolidated financial data as of December 31, 2016, 2015 and 2014, and for the years ended December 31, 2015 and 2014, have been derived from Worldpay’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated by reference herein.

The information set forth below is only a summary. You should read the following information together with Worldpay’s consolidated financial statements and accompanying notes and the sections entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” contained in Worldpay’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019, which is incorporated by reference herein, and in Worldpay’s other reports filed with the SEC. Worldpay’s historical consolidated financial information may not be indicative of the future performance of Worldpay or the combined company. For more information, see “ Where You Can Find More Information ” beginning on page [●].

 

    Year Ended December 31,  
    2018     2017     2016     2015     2014  
    (in millions, except share data)  

Statement of income data:

         

Revenue

  $ 3,925.4     $ 4,026.5     $ 3,579.0     $ 3,159.9     $ 2,577.2  

Network fees and other costs (1)

    —         1,903.2       1,674.2       1,478.2       1,174.7  

Sales and marketing

    1,131.7       669.5       582.3       503.9       396.3  

Other operating costs

    698.0       318.7       294.2       284.1       242.4  

General and administrative

    662.1       295.1       189.7       182.4       174.0  

Depreciation and amortization

    1,095.0       318.5       270.1       276.9       275.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

    338.6       521.5       568.5       434.4       314.7  

Interest expense-net

    (304.9     (140.6     (109.5     (105.7     (79.7

Non-operating (expense) income

    (41.8     432.8       (36.3     (31.3     0.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before applicable income taxes

    (8.1     813.7       422.7       297.4       235.2  

Income tax (benefit) expense

    (27.7     631.0       141.8       88.2       66.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    19.6       182.7       280.9       209.2       169.0  

Less: Net income attributable to non-controlling interests

    (6.8     (52.6     (67.7     (61.3     (43.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to
Worldpay, Inc.

  $ 12.8     $ 130.1     $ 213.2     $ 147.9     $ 125.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to Worldpay, Inc. Class A common stock:

         

Basic

  $ 0.04     $ 0.81     $ 1.37     $ 1.02     $ 0.88  

Diluted

  $ 0.04     $ 0.80     $ 1.32     $ 0.95     $ 0.75  

Shares used in computing net income per share of Class A common stock:

         

Basic

    292,992,892       161,293,062       156,043,636       145,044,577       141,936,933  

Diluted

    295,214,282       162,807,146       162,115,549       200,934,442       199,170,813  


 

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The results for the year ended December 31, 2018 presented in the table above include the legacy Worldpay acquisition beginning on January 16, 2018.

 

(1)

See Note 2—Revenue Recognition in “ Item 8—Financial Statements and Supplementary Data ” contained in Worldpay’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019, which addresses the change in presentation.

 

     Year Ended December 31,  
     2018      2017      2016      2015      2014  
     (in millions)  

Balance sheet data:

              

Cash and cash equivalents

   $ 196.5      $ 126.5      $ 139.1      $ 197.1      $ 411.6  

Total assets

     24,888.5        8,667.0        7,044.0        6,465.4        6,336.1  

Total long-term liabilities

     8,795.3        6,232.0        3,747.7        3,945.0        4,072.2  

Non-controlling interests

     349.6        68.1        291.6        272.3        397.6  

Total equity

   $ 10,204.0      $ 600.6      $ 1,607.3        1,225.1      $ 1,300.6  


 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following tables present unaudited pro forma condensed combined financial information about FIS’ consolidated balance sheet and statement of earnings after giving effect to the merger. The information under “ Unaudited Pro Forma Condensed Combined Balance Sheet Data ” in the table below gives effect to the merger as if it had taken place on December 31, 2018. The information under “ Unaudited Pro Forma Condensed Combined Statement of Earnings Data ” in the table below gives effect to the merger as if it had taken place on January 1, 2018. This selected unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting where FIS is considered the acquirer of Worldpay for accounting purposes. See “ The Merger—Accounting Treatment of the Merger” beginning on page [●].

This selected unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is based on currently available information and assumptions and estimates considered appropriate by FIS’ management; however, it is not necessarily indicative of what FIS’ consolidated financial condition or results of operations actually would have been assuming the merger had been completed as of the dates indicated. The information presented below should be read in conjunction with the historical consolidated financial statements of FIS and Worldpay, including the related notes, filed by each of them with the SEC, in addition to the pro forma condensed combined financial information of FIS and Worldpay, including the related notes, appearing elsewhere in this joint proxy statement/prospectus. See the sections entitled “ Where You Can Find More Information ” and “ Unaudited Pro Forma Condensed Combined Financial Statements” beginning on pages [●] and [●], respectively, of this joint proxy statement/prospectus.

Unaudited Pro Forma Condensed Combined Statement of Earnings Data

 

(In millions)

   For the Year
Ended
December 31,
2018
 

Revenue

   $ 12,375  

Cost of revenue

     8,161  
  

 

 

 

Gross profit

     4,214  

Selling, general and administrative expenses

     2,310  

Asset impairments

     95  
  

 

 

 

Operating income

     1,809  
  

 

 

 

Other income (expense):

  

Interest income

     28  

Interest expense

     (794

Other income (expense), net

     (99
  

 

 

 

Total other income (expense), net

     (865
  

 

 

 

Earnings before income taxes and equity method investment earnings

     944  

Provision for income taxes

     148  

Equity method investment loss

     (15
  

 

 

 

Net earnings

     781  

Less: Net earnings attributable to noncontrolling interests

     (38
  

 

 

 

Net earnings attributable to shareholders

   $ 743  
  

 

 

 


 

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Unaudited Pro Forma Condensed Combined Balance Sheet Data

 

(In millions)

   As of
December 31,
2018
 

ASSETS

  

Current assets:

  

Cash and cash equivalents

   $ 665  

Settlement deposits

     3,832  

Trade receivables, net

     3,167  

Contract assets

     123  

Settlement receivables

     281  

Other receivables

     166  

Prepaid expenses and other current assets

     894  
  

 

 

 

Total current assets

   $ 9,128  

Property and equipment, net

     780  

Goodwill

     49,434  

Intangible assets, net

     13,632  

Computer software, net

     2,029  

Deferred contract costs, net

     475  

Other noncurrent assets

     571  
  

 

 

 

Total assets

   $ 76,049  
  

 

 

 

LIABILITIES AND EQUITY

  

Current liabilities:

  

Accounts payable and accrued liabilities

   $ 2,979  

Settlement payables

     4,696  

Deferred revenue

     764  

Short-term borrowings

     9,737  

Current portion of long-term debt

     70  
  

 

 

 

Total current liabilities

   $ 18,246  

Long-term debt, excluding current portion

     10,416  

Deferred income taxes

     3,225  

Deferred revenue

     67  

Other long-term liabilities

     992  
  

 

 

 

Total liabilities

   $ 32,946  
  

 

 

 

Equity:

  

Total FIS equity

     43,084  

Total Worldpay equity

     —    

Noncontrolling interest

     19  
  

 

 

 

Total equity

   $ 43,103  
  

 

 

 

Total liabilities and equity

   $ 76,049  
  

 

 

 


 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The historical per share data for FIS common stock and Worldpay Class A common stock below has been derived from the audited consolidated financial statements of each of FIS and Worldpay, respectively, as of and for the year ended December 31, 2018, contained in the FIS’ Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 21, 2019, and the Worldpay’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 26, 2019, respectively, which are each incorporated by reference herein. The unaudited pro forma combined per share data and unaudited pro forma combined per share equivalent data has been derived from such historical per share data.

The unaudited pro forma combined per share data set forth below gives effect to the merger as if it had occurred on January 1, 2018, the beginning of the earliest period presented, in the case of continuing net earnings per share data, and as of December 31, 2018, in the case of book value per share data, assuming that each outstanding share of Worldpay Class A common stock (other than the excluded shares and assuming all outstanding and issued Worldpay Class B common stock had previously been converted into Worldpay Class A common stock and cancelled), had been converted into shares of FIS common stock based on the exchange ratio of 0.9287 shares of FIS common stock for each share of Worldpay Class A common stock.

The unaudited pro forma combined per share data has been prepared using the acquisition method of accounting. See “ Unaudited Pro Forma Condensed Combined Financial Statements ” beginning on page [●] for more information. Accordingly, the pro forma adjustments reflect the assets and liabilities of Worldpay at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth below.

The unaudited pro forma combined per share data is presented for illustrative purposes only and does not purport to represent the actual results of operations that FIS would have achieved had the merger been completed as of the dates indicated.

The unaudited pro forma combined per share equivalent data set forth below shows the effect of the merger from the perspective of an owner of Worldpay Class A common stock. The information was calculated by multiplying the unaudited pro forma combined per share data by the exchange ratio of 0.9287. These computations exclude the benefit to Worldpay stockholders from receiving the cash portion of the merger consideration. This data shows how each share of Worldpay Class A common stock would have participated in net income and book value of FIS if the companies had been consolidated for accounting and financial reporting purposes as of the dates indicated. These amounts, however, are not intended to reflect future per share levels of net income and book value of FIS.

You should read the information below in conjunction with the selected historical consolidated financial data included elsewhere in this joint proxy statement/prospectus and the historical consolidated financial statements of FIS and Worldpay and related notes that have been filed with the SEC, certain of which are incorporated by reference herein. See “ Selected Historical Consolidated Financial Data of FIS ,” “ Selected Historical



 

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Consolidated Financial Data of Worldpay” and “ Where You Can Find More Information” beginning on pages [●],[●] and [●], respectively.

 

     FIS
Historical
     Worldpay
Historical
     Unaudited
Pro Forma
Combined
     Unaudited
Pro Forma
Combined
Equivalent (1)
 

As of and for the year ended December 31, 2018:

           

Net Earnings per share:

           

Basic

   $ 2.58      $ 0.04      $ 1.20      $ 1.11  

Diluted (2)

     2.55        0.04        1.20        1.11  

Book value per common share (3)

     31.31        32.80        70.02        65.03  

Dividends declared per common share (4)

     1.28        —          1.28        1.19  

 

(1)

Calculated by multiplying the unaudited pro forma combined per share data by the exchange ratio of 0.9287.

(2)

Pursuant to the merger agreement, at the effective time, Worldpay’s equity awards will be converted into corresponding equity awards with respect to shares of FIS. At this time, FIS has not completed its analysis and calculations related to eligible employees and vesting schedules in sufficient detail necessary to arrive at fair value; however, the impact is not expected to be material in the context of the transaction and thus has not been reflected in the diluted weighted average shares.

(3)

The respective historical book values per share of FIS and Worldpay are computed by dividing the respective total shareholders’ equity, net of noncontrolling interest, by the respective number of shares outstanding at the end of the period. The unaudited pro forma combined book value per share is computed by dividing total pro forma combined shareholders’ equity, net of noncontrolling interest, by the number of pro forma combined FIS common shares outstanding at the end of the period.

(4)

Worldpay did not declare or pay cash dividends during the period presented. Dividend payments are subject to FIS board approval and there is no guarantee that dividend payments will be made following the effective time of the merger.



 

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COMPARATIVE PER SHARE MARKET PRICES AND IMPLIED VALUE OF MERGER CONSIDERATION

The following table sets forth the closing price per share of FIS common stock and of Worldpay Class A common stock as of March 15, 2019, the last trading day prior to the public announcement of the merger, and [●], 2019, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration for each share of Worldpay Class A common stock as of the same two dates. This implied value was calculated by multiplying the closing price of a share of FIS common stock on the relevant date by the exchange ratio of 0.9287 plus $11.00 in cash. FIS common stock is listed on NYSE under the trading symbol “ FIS .” Worldpay Class A common stock is listed on the NYSE under the trading symbol “ WP ” and on the LSE under the trading symbol “ WPY.

 

     FIS
Common
Stock
     Worldpay
Class A
Common
Stock
     Implied Per
Share Value
of Merger
Consideration
 

March 15, 2019

   $ 108.88      $ 98.68      $ 112.12  

[●], 2019

   $ [●]      $ [●]      $ [●]  

The market prices of shares of FIS common stock and Worldpay Class A common stock have fluctuated since the date of the announcement of the merger and will continue to fluctuate between the date of this joint proxy statement/prospectus, the date of the FIS special meeting, the Worldpay special meeting and the date on which the merger is completed, and the market price of shares of FIS common stock will continue to fluctuate after the completion of the merger. No assurance can be given concerning the market prices of FIS common stock or Worldpay Class A common stock before the completion of the merger or FIS common stock after the completion of the merger. Because the stock consideration is payable in a fixed number of shares of FIS common stock, the market price of FIS common stock (and therefore the value of the merger consideration) when received by Worldpay stockholders after the completion of the merger could be greater than, less than or the same as shown in the table above. Accordingly, Worldpay stockholders are advised to obtain current market quotations for FIS common stock and Worldpay Class A common stock when considering whether to vote or abstain from voting on the Worldpay merger proposal.

The cash component of the merger consideration is fixed at $11.00 per share of Worldpay Class A common stock.

Dividends

Worldpay does not currently pay a dividend on its Class A common stock. FIS currently pays a quarterly dividend on its common stock. Under the terms of the merger agreement, Worldpay agreed not to make, and currently does not intend to, declare or pay any dividend on its capital stock without FIS’ consent and FIS is permitted to, and intends to, continue declaring and paying a quarterly dividend on its capital stock in accordance with its past practices in respect of timing and amount.



 

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RISK FACTORS

In deciding how to vote, FIS shareholders and Worldpay stockholders, respectively, should carefully consider the following risk factors and all of the information contained in or incorporated by reference herein, including, but not limited to, the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [ ] and the matters discussed under “Item 1A. Risk Factors” of FIS’ Annual Report on Form 10-K for the fiscal year ended December  31, 2018 and Worldpay’s Annual Report on Form 10-K for the fiscal year ended December  31, 2018, as updated from time to time in FIS’ and Worldpay’s subsequent filings with the SEC, which are incorporated by reference herein. See “Where You Can Find More Information” beginning on page [ ] .

Risk Factors Relating to the Merger

Because the market price of FIS common stock will fluctuate, Worldpay stockholders cannot be sure of the value of the shares of FIS common stock they will be entitled to receive in the merger. In addition, because the exchange ratio is fixed, the number of shares of FIS common stock to be received by Worldpay stockholders in the merger will not change between now and the time the merger is completed to reflect changes in the trading prices of FIS common stock or Worldpay Class A common stock.

As a result of the merger, each share of Worldpay Class A common stock issued and outstanding immediately prior to the effective time (other than the excluded shares) will be converted into the right to receive, without interest and subject to any applicable withholding taxes, 0.9287 shares of FIS common stock, together with cash in lieu of fractional shares, if any, and $11.00 in cash. The exchange ratio and the cash consideration amount is fixed, which means that it will not change between now and the closing date, regardless of whether the market price of either FIS common stock or Worldpay Class A common stock changes. Therefore, the value of the merger consideration will depend, in part, on the market price of FIS common stock at the effective time. The market price of FIS common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Worldpay special meeting, the date of the FIS shareholder meeting, the date the merger is completed and thereafter. The market price of FIS common stock, when received by Worldpay stockholders after the merger is completed, could be greater than, less than or the same as the market price of FIS common stock on the date of this joint proxy statement/prospectus or at the date of the Worldpay special meeting. Accordingly, you should obtain current stock price quotations for FIS common stock and Worldpay Class A common stock before deciding how to vote or whether abstain from voting on any of the proposals described in this joint proxy statement/prospectus.

The market price for FIS common stock following the closing may be affected by factors different from those that historically have affected or currently affect FIS common stock and Worldpay Class A common stock.

At the effective time of the merger, Worldpay stockholders will be entitled to receive shares of FIS common stock. The combined company’s business and financial position will differ from the business and financial position of each of FIS and Worldpay before the completion of the merger, and the results of operations of the combined company will be affected by some factors that are different from those currently affecting the results of operations of FIS and those currently affecting the results of operations of Worldpay. Accordingly, the market price and performance of FIS common stock is likely to be different from the performance of Worldpay Class A common stock in the absence of the merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, FIS common stock, regardless of FIS’ actual operating performance. For a discussion of the businesses of FIS and Worldpay and important factors to consider in connection with those businesses, see the documents incorporated by reference herein and referred to in “ Where You Can Find More Information ” beginning on page [ ] .

 

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Current FIS shareholders and Worldpay stockholders will generally have a reduced ownership and voting interest in FIS or Worldpay, respectively, after the merger.

FIS shareholders and Worldpay stockholders currently have the right to vote for the directors of, and on other matters affecting, their respective companies. Immediately after the completion of the merger, each FIS shareholder will remain a shareholder of FIS but with a percentage ownership that will be smaller than such shareholder’s percentage of FIS as of immediately prior to the merger. As a result of this reduced ownership percentage, FIS shareholders will generally have less voting power in FIS after the merger than they did prior to the merger. Based on the number of shares of Worldpay Class A common stock issued and outstanding as of [ ] , 2019, it is estimated that FIS will issue approximately [ ] million shares of FIS common stock to Worldpay stockholders in the aggregate upon completion of the merger. Immediately following the completion of the merger, former FIS shareholders are expected to own approximately 53% of, and former Worldpay stockholders are expected to own approximately 47% of, the issued and outstanding shares of the combined company.

The merger is subject to the receipt of consents and clearances from domestic and foreign regulatory authorities that may impose conditions that could have a material adverse effect on FIS or Worldpay following the merger, or, if not obtained, could prevent the completion of the merger. In addition, FIS is not obligated to take certain actions in connection with obtaining certain approvals.

Before the merger can be completed, waiting periods must expire or terminate under applicable antitrust laws, including the HSR Act, and various approvals, consents or clearances must be obtained from certain other U.S. and non-U.S. regulatory authorities. In deciding whether to grant antitrust or regulatory clearances, the relevant authorities will consider the effect of the merger on competition, in the case of competition authorities, and a variety of other factors, in the case of other authorities. Although FIS and Worldpay have agreed in the merger agreement to use reasonable best efforts to make certain governmental filings and, subject to certain limitations, obtain the required governmental authorizations, as the case may be, there can be no assurance that the relevant authorizations will be obtained.

The governmental authorities from which these authorizations are required have broad discretion in administering the governing regulations. The terms and conditions of approvals that are granted may require that the parties divest certain businesses, assets, or products prior to or after the closing the merger or impose requirements, limitations, costs or restrictions on the conduct of FIS following the closing of the merger. At any time before or after completion of the merger, notwithstanding the termination of the waiting period under the HSR Act, the DOJ or the FTC, or any state or foreign governmental entity, could take such action under the antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Worldpay or FIS. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

Under the terms of the merger agreement, subject to certain conditions, both parties are required to use reasonable best efforts to obtain all of the foregoing authorizations or approvals. “Reasonable best efforts” in connection with obtaining HSR Act clearance or any other approval required pursuant to any other antitrust or competition law in the United States requires FIS to (i) sell, divest or otherwise encumber any asset or business if such sale, divestiture or encumbrance would not be material to the combined company and its subsidiaries, taken as a whole or (ii) agree to any limits or restrictions on the business of the combined company and its subsidiaries unless such limit or restriction would be material to the combined company and its subsidiaries, taken as a whole. Additional information about each party’s commitments to take certain specified actions, subject to certain exceptions and limitations, in connection with obtaining regulatory approvals are described under “ The Merger—Regulatory Approvals ” beginning on page [●] and “ The Merger Agreement—Regulatory Approvals; Efforts to Complete the Merger ” beginning on page [ ] .

There can be no assurance that regulators will not impose terms, conditions, requirements, limitations, costs or restrictions that would delay the completion of the merger, impose additional material costs on or limit the

 

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revenues of FIS after the merger, or limit some of the cost savings and other benefits that FIS and Worldpay expect following completion of the merger. In addition, neither FIS nor Worldpay can provide any assurance that any such terms, conditions, requirements, limitations, costs, or restrictions will not result in the abandonment of the merger. In addition, disruptions in government operations, such as the recent shutdown of the U.S. government, could cause delay in obtaining approvals or increase processing times. Any delay in completing the merger or any modification to the merger currently contemplated may adversely affect the timing and amount of cost savings and other benefits that are expected to be achieved from the merger. There can be no assurance that all required regulatory approvals will be obtained, or obtained prior to the termination date.

The merger is subject to receipt of the requisite approvals from FIS shareholders as to the FIS share issuance proposal and Worldpay stockholders as to the Worldpay merger proposal.

Before the merger can be completed, FIS shareholders must approve the FIS share issuance proposal and Worldpay stockholders must approve the Worldpay merger proposal.

The merger is subject to a number of conditions to the obligations of both FIS and Worldpay to complete the merger, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the merger agreement.

The respective obligations of each of Worldpay and FIS to effect the merger are subject to the satisfaction at or prior to the effective time of the following conditions:

 

   

the approval of the Worldpay merger proposal by the requisite vote of the Worldpay stockholders must have been obtained;

 

   

the approval of the FIS share issuance proposal by the requisite vote of the FIS shareholders must have been obtained;

 

   

shares of FIS common stock that will be issued in the merger must have been authorized for listing on NYSE, subject to official notice of issuance;

 

   

a prospectus in relation to FIS common stock, if required by applicable law, must be approved by the FCA or other applicable governmental entity and made available to the public in accordance with applicable law;

 

   

the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, will have become effective under the Securities Act and no stop order suspending its effectiveness may be in effect;

 

   

no injunctions or decrees by any relevant governmental entity that prevent the merger may be outstanding;

 

   

all requisite regulatory approvals, both antitrust or otherwise and both U.S. and non-U.S., must have been obtained;

 

   

subject to certain exceptions and materiality standards provided in the merger agreement, the representations and warranties of the other party must be true and correct; and

 

   

the other party must have performed or complied in all material respects with all of its obligations under the merger agreement.

Many of the conditions to completion of the merger are not within either FIS’ or Worldpay’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions is not satisfied or waived prior to March 17, 2020, which date may be extended once to June 17, 2020, it is possible that the merger agreement may be terminated. Although FIS and Worldpay have agreed in the merger agreement to use reasonable best efforts, subject to certain limitations, to complete the merger as promptly as practicable, these

 

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and other conditions to the completion of the merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the merger may take longer, and could cost more, than FIS and Worldpay expect. Neither FIS nor Worldpay can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the merger for a significant period of time or prevent them from occurring. Any delay in completing the merger may adversely affect the cost savings and other benefits that FIS and Worldpay expect to achieve if the merger and the integration of the companies’ respective businesses are completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained, or obtained prior to the termination date.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees of FIS and Worldpay, which could adversely affect the future business and operations of FIS following the merger.

FIS and Worldpay are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. FIS’ success after the merger will depend in part upon its ability to retain key management personnel and other key employees. Current and prospective employees of FIS and Worldpay may experience uncertainty about their roles within FIS following the merger or other concerns regarding the timing and completion of the merger or the operations of FIS following the merger, any of which may have an adverse effect on the ability of each of FIS and Worldpay to retain or attract key management and other key personnel. If FIS or Worldpay are unable to retain personnel, including FIS’ and Worldpay’s key management, who are critical to the future operations of the companies, FIS and Worldpay could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger. No assurance can be given that FIS, following the merger, will be able to retain or attract key management personnel and other key employees of FIS and Worldpay to the same extent that FIS and Worldpay have previously been able to retain or attract their own employees.

FIS’ and Worldpay’s business relationships may be subject to disruption due to uncertainty associated with the transaction.

The business relationships of FIS and Worldpay may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the results of operations, cash flows and financial position of FIS or Worldpay following the merger.

Parties with which FIS or Worldpay do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with FIS or Worldpay following the merger. FIS’ and Worldpay’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than FIS or Worldpay following the merger. These disruptions could have a material and adverse effect on the results of operations, cash flows and financial position of FIS or Worldpay, regardless of whether the merger is completed, as well as a material and adverse effect on FIS’ ability to realize the expected cost savings and other benefits of the merger. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the merger or termination of the merger agreement.

The merger agreement subjects FIS and Worldpay to restrictions on their respective business activities prior to the effective time.

The merger agreement subjects FIS and Worldpay to restrictions on their respective business activities prior to the effective time. The merger agreement obligates each of FIS and Worldpay generally to operate its businesses in the ordinary course consistent with past practice until the effective time and to use its reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships on its actions.

 

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These restrictions could prevent FIS and Worldpay from pursuing certain business opportunities that arise prior to the effective time and are outside the ordinary course of business. See “ The Merger Agreement—Conduct of Business Prior to Completion of the Merger ” beginning on page [ ] for more information.

Worldpay directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of Worldpay stockholders generally.

In considering the recommendation of the Worldpay board that Worldpay stockholders vote “ FOR ” the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal and “ FOR ” the Worldpay adjournment proposal, Worldpay stockholders should be aware and take into account the fact that certain Worldpay directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Worldpay stockholders generally. These interests include, among others, severance rights, rights to continuing indemnification and directors’ and officers’ liability insurance, accelerated vesting of certain equity awards and the right of the Worldpay CEO to be an executive of FIS and the executive vice chairman of the FIS board upon the effective time of the merger. See “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger ” beginning on page [ ] for a more detailed description of these interests. The Worldpay board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in recommending that the Worldpay stockholders adopt and approve the merger agreement.

The merger agreement limits FIS’ and Worldpay’s respective ability to pursue alternatives to the merger and may discourage other companies from trying to acquire FIS or Worldpay.

The merger agreement contains “no shop” covenants that restrict each of FIS’ and Worldpay’s ability to solicit, initiate, seek or support or knowingly encourage or facilitate any inquiries or proposals with respect to any acquisition proposal; engage or participate in negotiations with respect to any acquisition proposal; provide a third party confidential information with respect to, or have or participate in any discussions with, any person relating to any acquisition proposal; or enter into any acquisition agreement with respect to certain unsolicited proposals relating to an acquisition proposal. In the event that FIS or Worldpay receives an unsolicited acquisition proposal, the receiving party must promptly communicate the receipt of such proposal and provide copies of material communications and information, including the terms and conditions of such proposal, to the other party. If, in response to such proposals and subject to certain conditions, FIS or Worldpay intends to effect a change in FIS recommendation or change in Worldpay recommendation, respectively, such receiving party must provide the other party an opportunity to offer to modify the terms of the merger agreement in response to such competing acquisition proposals or intervening events (as defined in the merger agreement) before the Worldpay board or FIS board, respectively, may withdraw or qualify its respective recommendation. The merger agreement further provides that, during the 12-month period following the termination of the merger agreement under specified circumstances, including after receipt of certain alternative acquisition proposals, Worldpay or FIS may be required to pay to the other party a cash termination fee equal to $1 billion. See “ The Merger Agreement—Termination Fee ” beginning on page [ ] .

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of FIS or Worldpay from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or total value than the total value proposed to be paid or received in the merger. These provisions might also result in a potential third-party acquirer proposing to pay a lower price in an acquisition proposal than it might otherwise have proposed to pay because of the added expense of the termination fee and other fees and expenses that may become payable in certain circumstances.

 

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Failure to complete the merger could negatively impact FIS’ or Worldpay’s stock price and have a material adverse effect on their results of operations, cash flows and financial position.

If the merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals or if the requisite approval of the FIS shareholders or Worldpay stockholders is not obtained, the ongoing businesses of FIS and Worldpay may be materially adversely affected and, without realizing any of the benefits of having completed the merger, FIS and Worldpay would be subject to a number of risks, including the following:

 

   

FIS and Worldpay may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

 

   

FIS and Worldpay and their respective subsidiaries may experience negative reactions from their respective customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners;

 

   

FIS and Worldpay will still be required to pay certain significant costs relating to the merger, such as costs associated with terminating the financing (in the case of FIS) as well as legal, accounting, financial advisor and printing fees;

 

   

FIS or Worldpay may be required to pay a termination fee as required by the merger agreement;

 

   

the merger agreement places certain restrictions on the conduct of the respective businesses pursuant to the terms of the merger agreement, which may have delayed or prevented the respective companies from undertaking business opportunities that, absent the merger agreement, may have been pursued;

 

   

matters relating to the merger (including integration planning) require substantial commitments of time and resources by each company’s management, which may have resulted in the distraction of each company’s management from ongoing business operations and pursuing other opportunities that could have been beneficial to the companies; and

 

   

litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against FIS or Worldpay to perform their respective obligations under the merger agreement.

If the merger is not completed, the risks described above may materialize and they may have a material adverse effect on FIS’ or Worldpay’s results of operations, cash flows, financial position and stock prices.

The shares of FIS common stock to be received by Worldpay stockholders upon completion of the merger will have different rights from shares of Worldpay Class A common stock.

Upon completion of the merger, Worldpay stockholders will no longer be stockholders of Worldpay. Instead, former Worldpay stockholders will become FIS shareholders and their rights as FIS shareholders will be governed by the laws of the state of Georgia and terms of the FIS articles of incorporation and the FIS amended by-laws. The laws of the state of Georgia and terms of the FIS articles of incorporation and the FIS amended by-laws are in some respects materially different than the laws of the state of Delaware, the terms of the Worldpay certificate of incorporation and the Worldpay bylaws, which currently govern the rights of Worldpay stockholders. See “ Comparison of the Rights of FIS Shareholders and Worldpay Stockholders beginning on page [ ] for a discussion of the different rights associated with shares of FIS common stock and shares of Worldpay Class A common stock.

FIS may not be able to obtain its preferred form of debt financing in connection with the merger on anticipated terms.

FIS expects to fund the refinancing of certain outstanding indebtedness of Worldpay and its subsidiaries on the closing date, a portion of the merger consideration and the payment of fees and expenses related to the merger,

 

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the refinancing and the related transactions using the proceeds of the permanent financing, which FIS currently expects to include the issuance of debt securities, borrowings under FIS’ existing revolving credit facility and/or borrowings under the commercial paper program. However, there is a risk that the markets will not allow FIS to execute this financing plan, or that the permanent financing will not be available on favorable terms. As a result, FIS may need to pursue other options to refinance the outstanding debt of Worldpay and its subsidiaries and fund these other amounts, including borrowing up to $7.5 billion aggregate principal amount under the capital markets tranche of the bridge facility, which may result in less favorable financing terms that could increase costs and/or adversely impact the operations of the combined company. See “ The Merger—Debt Financing ” beginning on page [ ] .

The completion of the merger is not conditioned on the merger qualifying as a “reorganization” within the meaning of Section 368 of the Code, and neither FIS nor Worldpay intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Worldpay has requested that Skadden render its opinion to Worldpay, dated the closing date of the merger, to the effect that, based on certain facts, representations, covenants and assumptions, the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Whether such opinion can be given will depend on, among other factors, the fair market value of the FIS common stock as of the closing date of the merger. Moreover, if such opinion is rendered, there can be no assurance that the IRS will agree with the conclusions expressed therein. However, the completion of the merger is not conditioned on the merger qualifying as a reorganization within the meaning of Section 368(a) of the Code or upon the receipt of an opinion of counsel to that effect, and whether or not the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code depends on facts that will not be known until the merger is completed. You should read “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page [●] of this joint proxy statement/prospectus for a more complete discussion of the material U.S. federal income tax consequences of the merger.

Risk Factors Relating to FIS Following the Merger

FIS may be unable to integrate the business of Worldpay successfully or realize the anticipated benefits of the merger.

The merger involves the combination of two companies that currently operate as independent public companies. The combination of two independent businesses is complex, costly and time consuming, and each of FIS and Worldpay will be required to devote significant management attention and resources to integrating the business practices and operations of Worldpay into FIS. Potential difficulties that FIS and Worldpay may encounter as part of the integration process include the following:

 

   

the inability to successfully combine the business of Worldpay in a manner that permits FIS to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the merger;

 

   

complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and

 

   

potential unknown liabilities and unforeseen increased expenses or delays associated with the merger.

In addition, FIS and Worldpay have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in:

 

   

diversion of the attention of each company’s management; and

 

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the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the merger, or could reduce each company’s earnings or otherwise adversely affect the business and financial results of FIS following the merger.

The complexity of the integration and transition associated with the merger, together with resulting increased scale and global presence, may affect FIS’ and Worldpay’s internal control over financial reporting and ability to effectively and timely report financial results.

The additional scale of the combined company’s operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may adversely affect FIS’ and Worldpay’s ability to report financial results on a timely basis. In addition, FIS and Worldpay will have to train new employees and third party providers, and assume operations in jurisdictions where FIS has not previously had operations. FIS and Worldpay expect that the merger may necessitate significant modifications to their internal control systems, processes and information systems, both on a transition basis and over the longer-term as FIS and Worldpay fully integrate the combined company. Due to the complexity of the merger, FIS and Worldpay cannot be certain that changes to FIS’ and Worldpay’s internal control over financial reporting will be effective for any period, or on an ongoing basis. If FIS and Worldpay are unable to accurately report FIS’ and Worldpay’s financial results in a timely manner, or are unable to assert that FIS’ and Worldpay’s internal controls over financial reporting are effective, FIS’ and Worldpay’s business, financial condition and results of operations and the market perception thereof may be materially adversely affected.

Security breaches or attacks, or our failure to comply with information security laws or regulations or industry security requirements, could harm the business of the combined company by disrupting delivery of services and damaging the reputation of FIS and Worldpay and could result in a breach of one or more client contracts.

FIS and Worldpay electronically receive, process, store and transmit sensitive business information of their clients. In addition, FIS and Worldpay collect personal consumer data, such as names and addresses, social security numbers, driver’s license numbers, cardholder data and payment history records. Such information is necessary to support our clients’ transaction processing and to conduct our check authorization and collection businesses. The uninterrupted operation of information systems, as well as the confidentiality of the customer/consumer information that resides on such systems, is critical to the successful operation of FIS and Worldpay. For that reason, cybersecurity is one of the principal operational risks FIS and Worldpay face as a provider of services to financial institutions. If FIS and Worldpay fail to maintain an adequate security infrastructure, adapt to emerging security threats, or implement sufficient security standards and technology to protect against security breaches, the confidentiality of the information FIS and Worldpay secure could be compromised. Unauthorized access to the computer systems or databases of FIS and Worldpay could result in the theft or publication of confidential information, the deletion or modification of records, damages from legal actions from clients and/or their customers, or otherwise cause interruptions in FIS’ and Worldpay’s operations and damage to their reputation. These risks are greater with increased information transmission over the Internet, the increasing level of sophistication posed by cyber criminals and the integration of FIS and Worldpay systems.

As a provider of services to financial institutions and a provider of card processing services, FIS and Worldpay are bound by the same limitations on disclosure of the information FIS and Worldpay receive from clients as apply to the clients themselves. If FIS and Worldpay fail to comply with these regulations and industry security requirements, they could be exposed to damages from legal actions from clients and/or their customers, governmental proceedings, governmental notice requirements, and the imposition of significant fines or prohibitions on card processing services. In addition, if more restrictive privacy laws, rules or industry security

 

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requirements are adopted in the future on the federal or state level, or by a specific industry body, they could have an adverse impact on FIS and Worldpay through increased costs or restrictions on business processes. Any inability to prevent security or privacy breaches, or the perception that such breaches may occur, could cause existing clients to lose confidence in FIS and Worldpay systems and terminate their agreements with FIS and Worldpay, inhibit FIS’ and Worldpay’s ability to attract new clients, result in increasing regulation, or bring about other adverse consequences from the government agencies that regulate FIS and Worldpay business.

The indebtedness of FIS and its subsidiaries following completion of the merger will be substantially greater than FIS’ indebtedness prior to completion of the merger. This increased level of indebtedness could adversely affect FIS, including by decreasing FIS’ business flexibility and increasing its interest expense.

As of December 31, 2018, FIS had total indebtedness of approximately $9.0 billion and Worldpay had total indebtedness of approximately $7.9 billion. Upon completion of the merger, FIS expects to incur acquisition-related debt financing of approximately $11.1 billion, all of which is expected to be used to refinance certain outstanding indebtedness of Worldpay and its subsidiaries on the closing date, pay a portion of the merger consideration and pay fees and expenses related to the merger, the refinancing and the related transactions. Accordingly, the indebtedness of FIS and its subsidiaries following completion of the merger will be substantially greater than FIS’ indebtedness prior to completion of the merger. FIS’ substantially increased indebtedness following completion of the merger could have the effect, among other things, of reducing FIS’ flexibility to respond to changing business and economic conditions. In addition, the amount of cash required to pay interest on FIS’ increased indebtedness levels will increase following completion of the transaction, and thus the demands on FIS’ cash resources will be greater than the amount of cash flows required to service the indebtedness of FIS prior to the merger. FIS will also incur various costs and expenses associated with the financing of the merger. The increased levels of indebtedness following completion of the merger could also reduce funds available to fund FIS’ efforts to integrate the business of Worldpay and realize the expected benefits of the merger and to engage in investments in product development, fund working capital, capital expenditures, acquisitions and other general corporate purposes, and may create competitive disadvantages for FIS relative to other companies with lower debt levels. If FIS does not achieve the expected benefits and cost savings from the merger, or if the financial performance of the combined company does not meet current expectations, then FIS’ ability to service its indebtedness, or to reduce leverage levels based on debt repayments or cash flow generation, may be adversely impacted.

Certain of the indebtedness to be incurred in connection with the merger may bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect FIS’ cash flows.

In addition, FIS’ credit ratings impact the cost and availability of future borrowings and, accordingly, FIS’ cost of capital. FIS’ ratings reflect each rating organization’s opinion of FIS’ financial strength, operating performance and ability to meet its debt obligations. In connection with the debt financing, it is anticipated that FIS will seek ratings of its indebtedness from Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and Fitch Ratings, Inc. There can be no assurance that FIS will achieve a particular rating or maintain a particular rating in the future or that FIS’ ratings will not be adversely affected by the factors described above. FIS expects to maintain its current ratings from Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and Fitch Ratings, Inc.

Moreover, FIS may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements. FIS’ ability to arrange additional financing will depend on, among other factors, FIS’ financial position and performance, as well as prevailing market conditions and other factors beyond FIS’ control. FIS cannot assure you that it will be able to obtain additional financing on terms acceptable to FIS or at all.

 

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The unaudited pro forma condensed combined financial statements and the unaudited prospective financial information prepared by FIS and Worldpay included in this joint proxy statement/prospectus are based on a number of preliminary estimates and assumptions and the actual results of operations, cash flows and financial position of FIS after the merger may differ materially.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what FIS’ actual results of operations, cash flows and financial position would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Worldpay identifiable assets to be acquired and liabilities to be assumed at fair value, and the resulting goodwill to be recognized. The purchase price allocation reflected is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets acquired and liabilities assumed in the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information is also based on a number of other estimates and assumptions, including estimates and assumptions of the type and terms of debt to be incurred to refinance certain outstanding indebtedness of Worldpay and its subsidiaries on the closing date, finance a portion of the merger consideration and pay fees and expenses related to the merger, the refinancing and the related transactions. If the type or terms of the new debt actually incurred differ materially from the estimates and assumptions set out in the accompanying unaudited pro forma condensed combined financial information, FIS’ actual results and financial condition after the completion of the merger could differ materially from the results and financial condition contemplated by the unaudited pro forma condensed combined financial information.

The unaudited prospective financial information prepared by FIS and Worldpay in this joint proxy statement/prospectus was prepared for each company’s internal purposes and is presented in this joint proxy statement/prospectus because such unaudited prospective financial information was furnished to the FIS board, the Worldpay board and their respective financial advisors. The unaudited prospective financial information is based on numerous variables and assumptions that are inherently uncertain and are beyond the control of each company’s management team and is not necessarily indicative of what each company’s actual results of operations, cash flows or financial position would be on the dates indicated. The assumptions used in preparing these forecasts may not prove to be accurate and other factors may affect FIS’ actual results and financial condition after the completion of the merger, which may cause FIS’ actual results and financial condition to differ materially from the estimates contained in the unaudited prospective financial information prepared by FIS and Worldpay.

The synergies attributable to the merger may vary from expectations.

FIS may fail to realize the anticipated benefits and synergies expected from the merger, which could adversely affect FIS’ business, financial condition and operating results. The success of the merger will depend, in significant part, on FIS’ ability to successfully integrate the acquired business, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. FIS believes that the addition of Worldpay will complement FIS’ strategy by providing scale and revenue diversity, accelerate FIS’ growth strategy and enable FIS to have a strong global footprint. However, achieving these goals requires growth of the revenue of the combined company and realization of the targeted cost synergies expected from the merger. This growth and the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If FIS is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the merger within the anticipated timing or at all, FIS’ business, financial condition and operating results may be adversely affected.

 

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The future results of FIS following the merger will suffer if FIS does not effectively manage its expanded operations.

Following the merger, the size of the business of FIS will increase significantly beyond the current size of either FIS’ or Worldpay’s business. FIS’ future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. FIS may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that FIS will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.

FIS is expected to incur substantial expenses related to the merger and integration.

FIS is expected to incur substantial expenses in connection with the merger and the related integration. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, sales, payroll, pricing and benefits. While FIS has assumed that a certain level of expenses will be incurred, there are many factors beyond its control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that FIS expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings. These integration expenses may result in FIS taking significant charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. Any material delays, difficulties or unanticipated additional expenses associated with integration activities may harm FIS’ business, financial condition and results of operations.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners of FIS or Worldpay may terminate or scale back their current or prospective business relationships with FIS. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that FIS is too closely allied with one of their competitors. In addition, FIS and Worldpay have contracts with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners that may require FIS or Worldpay to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the merger, or if FIS, following the merger, loses the benefits of the contracts of FIS or Worldpay, FIS’ business and financial performance could suffer.

Certain of Worldpay’s agreements may contain change of control provisions which, if not waived, would have material adverse effects on the combined company.

Worldpay is a party to various agreements with third parties, including certain financing agreements, service contracts, IT contracts and technology licenses that may contain change of control provisions that will be triggered upon the completion of the merger. Agreements with change of control provisions typically provide for or permit the termination of the agreement upon the occurrence of a change of control of one of the parties which can be waived by the relevant counterparties. If FIS and Worldpay determine that one or more such waivers are necessary, Worldpay will make reasonable efforts to seek and obtain these waivers. Although the combined company believes the likelihood of a material consent being withheld is low, there can be no assurance that such consent will be obtained at all or on favorable terms, and as of the date of this document no such waivers have been sought or obtained. The inability to obtain waivers from more than one relevant counterparty could have a material adverse effect on the combined company.

 

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Antitrust laws restrict FIS’ and Worldpay’s ability to coordinate with each other on certain matters.

To the extent that FIS or Worldpay need to renegotiate any material commercial contracts before completion of the merger, antitrust laws prevent FIS and Worldpay from coordinating with each other regarding such renegotiations and, while FIS and Worldpay will each negotiate in its shareholders’ or stockholders’ best interests, respectively, factors outside of FIS’ and Worldpay’s control may cause such renegotiations to result in a negative impact to FIS’ or Worldpay’s business or FIS’ or Worldpay’s view of the business of the combined company.

Following the merger, FIS’ business may be adversely affected by geopolitical, regulatory and other risks associated with operations outside of the United States and it may incur higher than anticipated costs and may become more susceptible to these risks.

After completion of the merger, FIS will have significantly expanded its international presence by offering merchant acquiring, including e-commerce, services outside of the United States, including in the United Kingdom and European Union countries, where Worldpay’s principal non-U.S. operations are currently located. FIS’ revenues derived from these and other non-U.S. operations will be subject to additional risks, including those resulting from social and geopolitical instability and unfavorable political or diplomatic developments, all of which could negatively impact its financial results. For example, the United Kingdom’s decision to leave the European Union may add cost and complexity in various aspects of FIS’ business as United Kingdom and European Union laws and regulations diverge. FIS will also be subject to potential non-U.S. governmental intervention and new laws and new regulations that it was not previously subject to, which could increase costs and may have potential negative effects on FIS’ business.

Privacy laws and regulations, such as the General Data Protection Regulation, which we refer to as the GDPR, will require FIS and Worldpay to adopt new business practices and contractual provisions in existing and new contracts which may require transitional and incremental expenses which may impact the future operating results of the combined business.

New privacy laws, such as the GDPR in the EU, continue to develop in unpredictable ways. Privacy laws may be interpreted and applied inconsistently from country to country and impose inconsistent or conflicting requirements. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance and associated recordkeeping costs or require us to change our business practices in a manner adverse to our business. Violations of privacy laws can result in significant penalties and damage to our brand and business. Worldpay and FIS’ implementation of compliance programs to comply with the known obligations under the GDPR may differ significantly. The combined company may incur significant costs to synchronize the compliance programs. Failure to comply with the requirements of the GDPR could result in significant penalties and loss of business, among other things.

New privacy laws in California and Brazil are expected to issue clarifying regulations prior to becoming effective in 2020. There are also several additional privacy laws being considered by state legislatures, the federal legislature and countries around the world, so a more substantial compliance effort with varying regimes in different jurisdictions is considered probable in the future, which will increase the costs and complexities of the combined business.

The Referendum on the United Kingdom’s Membership in the European Union could cause disruption to and create uncertainty surrounding our business.

Material portions of Worldpay’s business are located in, and service clients in, the United Kingdom. The referendum on the United Kingdom’s membership in the European Union, which we refer to as Brexit, approving the exit of the United Kingdom from the European Union could cause disruption to and create uncertainty surrounding the combined business, including affecting relationships with existing and future clients, suppliers

 

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and employees, which could have a material adverse effect on the business, financial results and operations of the combined business. The effects of Brexit will depend on the agreements, if any, the U.K. makes with the European Union to retain access to European Union markets at the time Brexit takes effect (by October 31, 2019, if not suspended/delayed), during a transitional period or more permanently. In addition, because the terms of trade between the U.K. and jurisdictions other than the European Union may be currently governed by trade agreements between the European Union and such other jurisdictions, the U.K. may be required to negotiate new terms of trade with such other jurisdictions. These potential measures could disrupt the markets the combined business serve and the tax jurisdictions in which it will operate and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause the combined business to lose clients, suppliers, and employees. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which European Union laws to replace or replicate, including U.K. competition laws.

Actions to implement Brexit may also create global economic uncertainty, which may cause clients to closely monitor their costs and reduce their spending on our solutions and services.

Any of these effects of Brexit, among others, could materially adversely affect the business, business opportunities, results of operations, financial condition and cash flows of the combined business.

The delisting of Worldpay Class A common stock on the LSE may require certain investors to no longer hold Worldpay Class A common stock.

At or prior to the completion of the merger, Worldpay Class A common stock will be delisted from the Standard Segment of the Official List of the FCA and will be delisted from trading on the LSE. Certain investors in Worldpay Class A common stock may maintain internal policies that only permit such investors to hold interests in companies that are actively traded on the LSE. As a result of the delisting, these investors may no longer be allowed to hold Worldpay Class A common stock and will be required to sell their interests in Worldpay prior to the effective time.

FIS cannot assure you that it will be able to continue paying dividends at the current rate.

FIS plans to continue its current dividend practices following the transaction. However, based on the number of issued and outstanding shares of Worldpay Class A common stock as of [●], 2019, FIS would issue between approximately [●] million shares of FIS common stock in the merger. Continuing FIS’ current dividend practices following the merger will require additional cash to pay such dividends, which it may not have. For this and other reasons generally affecting the ability to pay dividends, you should be aware that FIS shareholders may not receive the same dividends as FIS shareholders have received in the past following the transaction.

FIS shareholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

Other Risk Factors Relating to FIS and Worldpay

As a result of entering into the merger agreement, FIS’ and Worldpay’s businesses are and will be subject to the risks described above. In addition, FIS and Worldpay are, and following completion of the merger, FIS will be, subject to the risks described in FIS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Worldpay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated from time to time in their subsequent filings with the SEC, including those incorporated by reference herein. See “ Where You Can Find More Information beginning on page [ ] .

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements included or incorporated by reference herein that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act,” including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, business and market conditions, outlook and our future financial and operating results and debt. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “potential,” or “continue,” “could,” “should,” “can have,” “likely,” or the negative of these terms, and other comparable terminology. FIS and Worldpay have based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes, based on information currently available to its management, may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “ Risk Factors ” section of this joint proxy statement/prospectus, beginning on page [●]. Moreover, FIS and Worldpay operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for FIS’ and Worldpay’s management to predict all risks, nor can they assess the impact of all factors on its respective business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements FIS or Worldpay may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:

 

   

the merger may not be completed or may not provide the expected benefits, or that FIS and Worldpay may not be able to achieve the cost or revenue synergies anticipated;

 

   

the integration of FIS and Worldpay may be more difficult, time-consuming or expensive than anticipated;

 

   

revenues following the merger may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the merger;

 

   

the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;

 

   

customer loss or other business disruption in connection with the merger, or of the loss of key employees;

 

   

the possible occurrence of an event, change or other circumstance that would give rise to the termination of the merger agreement;

 

   

the outcome of any legal proceedings that may be instituted against FIS, Worldpay and others related to the merger agreement;

 

   

unforeseen risks relating to doing business internationally and liabilities of FIS or Worldpay that may exist;

 

   

uncertainty surrounding the outcome and negotiations in respect of Brexit and changes in general economic, business, political and regulatory conditions resulting therefrom, which may make completion of the merger more difficult, time-consuming or expensive than anticipated;

 

   

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, changes in either or both the United States and international lending, capital and financial markets and currency fluctuations;

 

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the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry requirements, including privacy, tax and cybersecurity laws and regulations;

 

   

internal or external security breaches of systems, including those relating to unauthorized access, theft, corruption or loss of personal information and computer viruses and other malware affecting our software or platforms, the exposure to significant fines, and the reactions of customers, card associations, government regulators and others to any such events;

 

   

operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the merger;

 

   

changes in the growth rates of the markets for the solutions of FIS and Worldpay and failures to adapt such solutions to changes in technology or in the marketplace;

 

   

changes affecting the ability of FIS and Worldpay to expand market share or enter new markets;

 

   

changes in consumer behavior including a decline in the use of credit, debit or prepaid cards;

 

   

the failure of Worldpay and FIS to continue to identify and complete acquisitions and partnerships;

 

   

changes in FIS’ and Worldpay’s abilities to mitigate risk;

 

   

the risk that implementation of software (including software updates) for customers or at customer locations or employee error in monitoring software and platforms may result in the corruption or loss of data or customer information, interruption of business operations, outages, exposure to liability claims or loss of customers;

 

   

the risk that Worldpay’s new acquiring platform in development may not be successfully implemented;

 

   

the reaction of current and potential customers to communications from FIS, Worldpay or regulators regarding information security, risk management, internal audit or other matters;

 

   

competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development of new disruptive technologies competing with one or more of the FIS or Worldpay solutions, increasing presence of international competitors in the U.S. market and the entry into the market by global banks and global companies with respect to certain competitive solutions, each of which may have the impact of unbundling individual solutions from a comprehensive suite of solutions FIS and Worldpay provides to many of its customers;

 

   

the failure to innovate in order to keep up with new emerging technologies, which could impact the combined company’s solutions and ability to attract new, or retain existing, customers;

 

   

receipt of the requisite shareholder approval or other conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule;

 

   

the amount of the costs, fees, expenses and charges related to the merger, including the costs, fees, expenses and charges related to any financing arrangements entered into in connection with the merger and potentially significant pre- and post-closing-related costs in connection with the merger that are, and will be, incurred regardless of whether the merger is completed;

 

   

the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger;

 

   

the availability, cost and terms of the debt financing FIS intends to incur in connection with the merger, which may vary depending on market conditions and other factors;

 

   

the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of FIS common stock;

 

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the ownership dilution to FIS shareholders and Worldpay stockholders’ ownership percentage of the combined company as a result of the merger;

 

   

the effect of the announcement of the merger on each company’s ability to maintain business relationships and on operating results and the businesses generally;

 

   

the effect of restrictions placed on FIS’ and Worldpay’s, and their respective subsidiaries’, business activities prior to the effective time and ability to pursue alternatives to the merger pursuant to the merger agreement;

 

   

the possibility of changes in circumstances between the date of the signing of the merger agreement and completion of the merger that will not be reflected in the fairness opinions obtained by the FIS board, the Worldpay board and the Worldpay independent directors from their respective financial advisors;

 

   

the outcomes of pending or future litigations or investigations;

 

   

failure of Worldpay to comply with applicable requirements of Visa, MasterCard or other payment networks or card schemes or changes in those requirements;

 

   

fraud by merchants or others;

 

   

the loss of Worldpay clients or referral partners;

 

   

the failure of Worldpay to continue to be able to pass along fee increases;

 

   

the termination of sponsorship or clearing services provided to Worldpay;

 

   

the potential impact of the merger on the price of FIS common stock after the merger; and

 

   

the difference in rights provided to Worldpay stockholders under the Worldpay certificate of incorporation and Worldpay bylaws as compared to the rights Worldpay stockholders will obtain as FIS shareholders under the Amended and Restated Articles of Incorporation of Fidelity National Information Services, Inc., as amended from time to time, effective as of July 24, 2014, which we collectively refer to as the FIS articles of incorporation, and the FIS fourth amended and restated by-laws, which we refer to as the FIS amended bylaws.

Other unknown or unpredictable factors also could have a material adverse effect on the business, financial condition, results of operations and prospects of Worldpay and FIS. Accordingly, you should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, FIS and Worldpay do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise.

For a further discussion of these and other risks, contingencies and uncertainties that may impact FIS or Worldpay, see “ Risk Factors ” beginning on page [ ] and in FIS’ and Worldpay’s other filings with the SEC incorporated by reference herein. See “ Where You Can Find More Information ” beginning on page [ ] for more information about the SEC filings incorporated by reference herein.

Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus as to the forward-looking statements contained in this joint proxy statement/prospectus, and as of the date of any document incorporated by reference herein as to any forward-looking statement incorporated by reference herein. Except as provided by federal securities laws, neither FIS nor Worldpay is required to, and FIS and Worldpay undertake no obligation to, publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to FIS or Worldpay or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

 

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THE COMPANIES

FIS

FIS, a Georgia corporation, is a global leader in financial services technology, providing solutions and services to clients in the retail and institutional banking, payments, capital markets, asset management and wealth and retirement markets. Through the depth and breadth of its solutions portfolio, global capabilities and domain expertise, FIS serves clients in over 130 countries. FIS employs more than 47,000 people worldwide and holds leadership positions in payment processing, financial software and banking solutions. Providing software, services and outsourcing of the technology that empowers the financial world, FIS is a Fortune 500 company and is a member of the Standard & Poor’s 500 Index.

FIS common stock is traded on the NYSE under the symbol “ FIS. ” FIS’ principal executive office is located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 438-6000.

Worldpay

Worldpay, a Delaware corporation, is a leading payments technology company with unique capability to power global omni-commerce. With an integrated technology platform, Worldpay offers a comprehensive suite of products and services, delivered globally through a single provider. Worldpay processes over 40 billion transactions annually, supporting more than 300 payment types across 146 countries and 126 currencies. Worldpay is focused on expanding into high-growth markets and customer segments, including global eCommerce, integrated payments and B2B.

Worldpay Class A common stock is traded on the NYSE under the symbol “ WP ” and on the LSE under the symbol “ WPY .” Worldpay, on April 10, 2019 filed the Worldpay LSE delisting application. The delisting from the LSE is expected to take effect at or around 8:00 am (BST) on May 20, 2019. Worldpay’s principal executive office is located at 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249, and its telephone number is (800) 735-3362.

Merger Sub

Merger Sub, a direct, wholly-owned subsidiary of FIS, is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Worldpay, with Worldpay surviving as a direct, wholly-owned subsidiary of FIS, and the separate corporate existence of Merger Sub will cease.

Merger Sub’s principal executive office is located at c/o Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 438-6000.

 

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FIS SPECIAL MEETING

FIS is providing this joint proxy statement/prospectus to the FIS shareholders in connection with the solicitation of proxies to be voted at the FIS special meeting (or any adjournment or postponement of the FIS special meeting). This joint proxy statement/prospectus contains important information for you to consider when deciding how to vote on the matters brought before the FIS special meeting. Please read it carefully and in its entirety.

Date, Time and Location

The date, time and place of the FIS special meeting are set forth below:

Date: [●]

Time: 10:00, am, Eastern time

Place: [●]

Purpose

At the FIS special meeting, FIS shareholders will vote on:

 

   

the FIS share issuance proposal; and

 

   

the FIS adjournment proposal.

The approval of the FIS share issuance proposal by the requisite vote of the FIS shareholders is required to complete the merger. The approval of the FIS adjournment proposal is not required to complete the merger.

Recommendation of the FIS Board

After consideration and consultation with its advisors, at a special meeting held on March 16, 2019, the FIS board unanimously determined that the merger was fair to and in the best interests of FIS and its shareholders and approved the merger agreement and each of the ancillary agreements and the transactions contemplated by those agreements, including the merger and share issuance, and declared it advisable that FIS enter into the merger agreement and each of the ancillary agreements, and recommended approval by the FIS shareholders of the FIS share issuance proposal. For more information regarding the factors considered by the FIS board in reaching its decision to approve the merger agreement and the merger contemplated by the merger agreement, see “ The Merger—Recommendation of the FIS Board; FIS’ Reasons for the Merger ” beginning on page [●].

The FIS board unanimously recommends that FIS shareholders vote “FOR” the FIS share issuance proposal and “FOR” the FIS adjournment proposal.

FIS Record Date; Outstanding Shares; Shareholders Entitled to Vote

The FIS board has fixed the close of business on [●], 2019 as the FIS record date for determination of the FIS shareholders of record entitled to vote at the FIS special meeting or any adjournment or postponement thereof. Only FIS shareholders of record as of the close of business on the FIS record date are entitled to receive notice of, and to vote at, the FIS special meeting or any adjournment or postponement thereof.

As of the close of business on the FIS record date, there were [●] shares of FIS common stock issued and outstanding and entitled to vote at the FIS special meeting, held by [●] holders of record. Each outstanding share of FIS common stock is entitled to one vote on each matter to be acted upon at the FIS special meeting.

 

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Quorum

A quorum of outstanding shares is necessary to take action at the FIS special meeting Shares of FIS common stock representing a majority of the votes entitled to be cast on a matter, present in person or by proxy, will constitute a quorum at the FIS special meeting. The inspector of election appointed for the FIS special meeting will determine whether a quorum is present at the FIS special meeting. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.

A broker non-vote occurs when a bank, broker or other nominee is not permitted to vote a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker or other nominee has discretionary authority. It is expected that all proposals to be voted on at the FIS special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum at the FIS special meeting. If your bank, broker or other nominee holds your shares of FIS common stock in “street name,” such entity will vote your shares of FIS common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

Required Vote

Approval of the FIS share issuance proposal requires the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon, where a quorum is present.

Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon.

Treatment of Abstentions, Broker Non-Votes and Failure to Vote

If you fail to submit a proxy or to vote in person at the FIS special meeting, your shares of FIS common stock will not be counted towards a quorum, and, if a quorum is present, you will not affect the vote for the approval of the FIS share issuance proposal and the approval of the FIS adjournment proposal.

Abstentions are treated as shares present and entitled to vote on a matter and, under NYSE rules, are treated as votes cast for proposals related to share issuances; thus, abstentions will have the same effect as a vote “AGAINST” the FIS share issuance proposal and the FIS adjournment proposal. Broker non-votes will have no effect on the approval of the FIS share issuance proposal or the FIS adjournment proposal.

Share Ownership of and Voting by FIS Directors and Executive Officers

As of the close of business on the FIS record date, FIS’ directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of FIS common stock at the FIS special meeting, which represents approximately [●]% of the issued and outstanding shares of FIS common stock entitled to vote at the FIS special meeting. In addition, as described in the section of this joint proxy statement/prospectus entitled “ Certain Beneficial Owners of FIS Common Stock, ” as of the close of business on the FIS record date, FIS’ directors and executive officers and their affiliates beneficially owned an aggregate of [●] shares of FIS common stock. It is expected that FIS’ directors and executive officers will vote their shares “ FOR the FIS share issuance proposal and “ FOR ” the FIS adjournment proposal, although none of them has entered into any agreement obligating him or her to do so.

As of the FIS record date, Worldpay did not beneficially hold any shares of FIS common stock.

 

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Voting of Shares

If, as of the FIS record date, your shares of FIS common stock are registered directly in your name with FIS’ transfer agent, then you are considered to be the shareholder “of record” with respect to those shares for purposes of receiving notice of and voting at the Worldpay special meeting. You may specify whether your shares should be voted for or against, or whether you abstain from voting with respect to, the FIS share issuance proposal and the FIS adjournment proposal.

You may attend the FIS special meeting and vote your shares in person or you may submit a proxy by any of the following methods:

 

   

By Mail . If you choose to submit a proxy to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your proxy card. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted “ FOR ” the FIS share issuance proposal, “ FOR ” the FIS adjournment proposal and in the discretion of the persons named as proxies on all other matters that may properly come before the FIS special meeting.

 

   

By Telephone . You may submit a proxy to vote your shares by telephone by calling the toll-free number provided on your proxy card any time up to [●] on [●], 2019. The procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

 

   

Through the Internet . You may also submit a proxy to vote through the Internet by signing on to the website identified on your proxy card and following the procedures described in the website any time up to [●] on [●], 2019. The procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return your proxy card.

If you are a beneficial owner and hold your shares in “street name” or through a bank, broker or other nominee, you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the FIS special meeting or to be able to submit a proxy authorizing the voting of such shares. You will receive separate instructions from such bank, broker or other nominee describing how to vote your shares. The availability of telephonic or Internet voting will depend such bank, broker or nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting instructions provided by your bank, broker or other nominee with these materials.

Your vote is very important. Whether or not you plan to attend the FIS special meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the FIS special meeting, you may vote your shares in person, even if you have previously submitted a proxy by mail, by telephone or through the Internet. If your shares are held in “street name” by a bank, broke or other nominee, please follow the instructions furnished by such record holder.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy or change your vote at any time before your proxy is voted at the FIS special meeting by:

 

   

sending a written notice to Fidelity National Information Services, Inc., Attention: Investor Relations, 601 Riverside Avenue, Jacksonville, Florida 32204, stating that you revoke your proxy, which notice

 

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bears a date later than the date of the proxy you want to revoke and is received by FIS prior to the FIS special meeting;

 

   

submitting a valid, later-dated proxy via mail, over the telephone or through the Internet; or

 

   

attending the FIS special meeting (or, if the FIS special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not constitute a vote or revoke any proxy previously given.

If you hold your shares in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the FIS special meeting.

Solicitation of Proxies; Expenses of Solicitation

This joint proxy statement/prospectus is being provided to FIS shareholders in connection with the solicitation of proxies by the FIS board to be voted at the FIS special meeting and at any adjournments or postponements of the FIS special meeting. The expense of printing and mailing this joint proxy statement/prospectus is being borne 50% by Worldpay and 50% by FIS. FIS has retained Georgeson LLC to aid in solicitation of proxies for the FIS special meeting and to verify certain records related to the solicitation. FIS will pay Georgeson LLC a fee of approximately $15,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses.

FIS is making this solicitation by mail, but FIS’ directors, officers and employees also may solicit proxies from FIS shareholders by telephone, facsimile, Internet or in person. FIS will pay for the cost of these solicitations, but these individuals will receive no additional compensation for their solicitation services. FIS will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

Adjournment

Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon. At any such adjourned meeting at which a quorum will be present, any business may be transacted that might have been transacted at the original meeting.

No notice of an adjourned meeting need be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless a new record date is fixed or is required to be fixed under the Georgia Business Corporation Code, which we refer to as the GBCC, for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Other Information

The matters to be considered at the FIS special meeting are of great importance to FIS shareholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference herein and complete, date, sign and promptly return the enclosed proxy card in the postage-paid envelope provided. You may also vote your shares by telephone or through the Internet. If you submit your proxy by telephone or through the Internet, you do not need to return the enclosed proxy card.

 

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Assistance

If you need assistance in completing your proxy card or have questions regarding the FIS special meeting, please contact:

Georgeson LLC

1290 Avenue of the Americas, 9 th Floor

New York, NY 10104

Shareholders, Banks and Brokers, Call: (866) 296-5716

Email: FIS@georgeson.com

or

Fidelity National Information Services, Inc.

601 Riverside Avenue,

Jacksonville, Florida 32204

Attention: Investor Relations

Telephone: (904) 438-6000

Email: info.investorrelations@fisglobal.com

 

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WORLDPAY SPECIAL MEETING

Worldpay is providing this joint proxy statement/prospectus to the Worldpay stockholders in connection with the solicitation of proxies to be voted at the Worldpay special meeting (or any adjournment or postponement of the Worldpay special meeting). This joint proxy statement/prospectus contains important information for you to consider when deciding how to vote on the matters brought before the Worldpay special meeting. Please read it carefully and in its entirety.

Date, Time and Location

The date, time and place of the Worldpay special meeting are set forth below:

Date: [●]

Time: [●], local time

Place: [●]

Purpose

At the Worldpay special meeting, Worldpay stockholders will vote on:

 

   

the Worldpay merger proposal;

 

   

the Worldpay compensation proposal; and

 

   

the Worldpay adjournment proposal.

The approval of the Worldpay merger proposal by the requisite vote of the Worldpay stockholders is required to complete the merger. The approvals of the Worldpay compensation proposal and Worldpay adjournment proposal are not required to complete the merger.

Recommendation of the Worldpay Board

After consideration and consultation with its advisors, at a special meeting held on March 17, 2019, the Worldpay board unanimously determined that the merger was advisable, fair to and in the best interests of Worldpay and its stockholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and declared it advisable that Worldpay enter into the merger agreement, and recommended the Worldpay stockholders approve the Worldpay merger proposal. For more information regarding the factors considered by the Worldpay board in reaching its decision to approve the merger agreement and the merger contemplated by the merger agreement, see “ The Merger—Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger ” beginning on page [●].

The Worldpay board unanimously recommends that Worldpay stockholders vote “FOR” the Worldpay merger proposal, “FOR” the Worldpay compensation proposal and “FOR” the Worldpay adjournment proposal.

Worldpay Record Date; Outstanding Shares; Stockholders Entitled to Vote

The Worldpay board has fixed the close of business on [●], 2019 as the Worldpay record date for determination of the Worldpay stockholders of record entitled to vote at the Worldpay special meeting or any adjournment or postponement thereof. Only Worldpay stockholders of record as of the close of business on the Worldpay record date are entitled to receive notice of, and to vote at, the Worldpay special meeting or any adjournment or postponement thereof.

 

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As of the close of business on the Worldpay record date, there were [●] shares of Worldpay Class A common stock issued and outstanding and entitled to vote at the Worldpay special meeting, held by [●] holders of record. Each outstanding share of Worldpay Class A common stock is entitled to one vote on each matter to be acted upon at the Worldpay special meeting.

Quorum

A quorum of outstanding shares is necessary to take certain actions at the Worldpay special meeting, including approval of the Worldpay merger proposal and Worldpay compensation proposal. However, approval of the Worldpay adjournment proposal does not require a quorum. Shares of Worldpay Class A common stock representing a majority of the issued and outstanding shares of the capital stock of Worldpay entitled to vote at the meeting, present in person or by proxy, will constitute a quorum. The inspector of election appointed for the Worldpay special meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.

A broker non-vote occurs when a bank, broker or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Worldpay special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining quorum at the Worldpay special meeting. If your bank, broker or other nominee holds your shares of Worldpay common stock in “street name,” such entity will vote your shares of Worldpay common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

Required Vote

Approval of the Worldpay merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists.

Approval of the Worldpay compensation proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting and entitled to vote thereon.

If there is no quorum, approval of the Worldpay adjournment proposal requires the affirmative vote of the majority of shares present in person or by proxy.

Treatment of Abstentions, Broker Non-Votes and Failure to Vote

If you fail to submit a proxy or to vote in person at the Worldpay special meeting, your shares of Worldpay Class A common stock will not be counted towards a quorum, and, if a quorum is present, you will not affect the vote for the approval of the Worldpay adjournment proposal and Worldpay compensation proposal; however, your failure to submit a proxy or vote in person at the Worldpay special meeting will have the same effect as a vote “AGAINST” the Worldpay merger proposal.

Abstentions are treated as shares present and entitled to vote on a matter and, therefore, will have the same effect as votes “AGAINST” the Worldpay merger proposal, the Worldpay compensation proposal and the Worldpay adjournment proposal.

Broker non-votes will have the same effect as a vote “AGAINST” the Worldpay merger proposal . Broker non-votes are not considered present and entitled to vote on the Worldpay compensation proposal or the Worldpay adjournment proposal, and thus will have no effect on such proposals.

 

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Share Ownership of and Voting by Worldpay Directors and Executive Officers

As of the close of business on the Worldpay record date, Worldpay’s directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of Worldpay Class A common stock at the Worldpay special meeting, which represents approximately [●]% of the issued and outstanding shares of Worldpay Class A common stock entitled to vote at the Worldpay special meeting. In addition, as described in the section of this joint proxy statement/prospectus entitled “ Certain Beneficial Owners of Worldpay Class  A Common Stock, ” as of the close of business on the Worldpay record date, Worldpay’s directors and executive officers and their affiliates beneficially owned an aggregate of [●] shares of Worldpay Class A common stock. It is expected that Worldpay’s directors and executive officers will vote their shares “ FOR the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal and “ FOR the adjournment proposal, although none of them has entered into any agreement obligating him or her to do so.

As of the Worldpay record date, FIS did not beneficially hold any shares of Worldpay Class A common stock.

Voting of Shares

If, as of the Worldpay record date, your shares of Worldpay Class A common stock are registered directly in your name with Worldpay’s transfer agent, then you are considered to be the stockholder “of record” with respect to those shares for purposes of receiving notice of and voting at the Worldpay special meeting. You may specify whether your shares should be voted for or against, or whether you abstain from voting with respect to, the Worldpay merger proposal, Worldpay compensation proposal and Worldpay adjournment proposal.

You may attend the Worldpay special meeting and vote your shares in person. If you plan to attend the Worldpay special meeting, please complete and mail the ticket reservation request form at the back of this joint proxy statement/prospectus or check the box on the voting page of the website identified in Worldpay’s notice of the Worldpay special meeting accompanying this joint proxy statement/prospectus. Otherwise, you may submit a proxy by any of the following methods:

 

   

By Mail . If you choose to submit a proxy to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your proxy card. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted “ FOR ” the Worldpay merger proposal, “ FOR ” the Worldpay compensation proposal, “ FOR ” the Worldpay adjournment proposal and in the discretion of the persons named as proxies on all other matters that may properly come before the Worldpay special meeting.

 

   

By Telephone . You may submit a proxy to vote your shares by telephone by calling the toll-free number provided on your proxy card any time up to [●] on [●], 2019. The procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

 

   

Through the Internet . You may also submit a proxy to vote through the Internet by signing on to the website identified on your proxy card and following the procedures described in the website any time up to [●] on [●], 2019. The procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return your proxy card.

If you are a beneficial owner and hold your shares in “street name” or through a bank, broker or other nominee, you must either direct your bank, broker or other nominee how to vote your shares or obtain a proxy, executed in your favor, from your bank, broker or other nominee to be able to vote at the Worldpay special meeting or to be able to submit a proxy authorizing the voting of such shares. You will receive separate instructions from such

 

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bank, broker or other nominee describing how to vote your shares. The availability of telephonic or Internet voting will depend on your bank, broker or other nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting instructions provided by your bank, broker or other nominee with these materials.

Your vote is very important. Whether or not you plan to attend the Worldpay special meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the Worldpay special meeting, you may vote your shares in person, even if you have previously submitted a proxy by mail, by telephone or through the Internet. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished by such record holder.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy or change your vote at any time before your proxy is voted at the Worldpay special meeting by:

 

   

sending a written notice to Worldpay, Inc., Attention: Investor Relations, 8500 Governor’s Hill Drive, Symmes Township, Ohio 45249, stating that you revoke your proxy, which notice bears a date later than the date of the proxy you want to revoke and is received by Worldpay before a proxy holder votes your shares;

 

   

submitting a valid, later-dated proxy via mail, over the telephone or through the Internet; or

 

   

attending the Worldpay special meeting (or, if the Worldpay special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not constitute a vote or revoke any proxy previously given.

If you hold your shares in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Worldpay special meeting.

Solicitation of Proxies; Expenses of Solicitation

This joint proxy statement/prospectus is being provided to Worldpay stockholders in connection with the solicitation of proxies by the Worldpay board to be voted at the Worldpay special meeting and at any adjournments or postponements of the Worldpay special meeting. The expense of printing and mailing this joint proxy statement/prospectus is being borne 50% by Worldpay and 50% by FIS. Worldpay has retained Innisfree to aid in solicitation of proxies for the Worldpay special meeting and to verify certain records related to the solicitation. Worldpay will pay Innisfree a fee of approximately $40,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. In addition, if Innisfree is requested to make calls or to receive calls from individual retail investors, Worldpay has agreed to pay Innisfree $5.00 per such call.

Worldpay is making this solicitation by mail, but Worldpay’s directors, officers and employees also may solicit proxies from shareholders by telephone, facsimile, Internet or in person. Worldpay will pay for the cost of these solicitations, but these individuals will receive no additional compensation for their solicitation services. Worldpay will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

 

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Adjournment

If a quorum is not present, approval of the Worldpay adjournment proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting. At any such adjourned meeting at which a quorum will be present, any business may be transacted that might have been transacted at the original meeting. The Worldpay special meeting may also be adjourned by the person presiding over the Worldpay special meeting, such as the chairperson of the Worldpay board.

No notice of an adjourned meeting need be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or a new record date is required to be fixed under the DGCL for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Other Information

The matters to be considered at the Worldpay special meeting are of great importance to Worldpay stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference herein and complete, date, sign and promptly return the enclosed proxy card in the postage-paid envelope provided. You may also vote your shares by telephone or through the Internet. If you submit your proxy by telephone or through the Internet, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Worldpay special meeting, please contact:

Innisfree M&A Incorporated

Banks and Brokers, Call: (212) 759-5833

All Others Call Toll Free: (888) 750-5834

Email: [●]

or

Worldpay, Inc.

8500 Governor’s Hill Drive,

Symmes Township, Ohio 45249

Attention: Investor Relations

Telephone: (800) 735-3362

Email: ir@worldpay.com

 

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FIS PROPOSALS

Proposal 1—FIS Share Issuance Proposal

FIS shareholders are being asked to vote on the issuance of FIS common stock in the merger. In the merger, each share of Worldpay Class A common stock (other than the excluded shares) will be converted into the right to receive, without interest and subject to any applicable withholding taxes, 0.9287 shares of FIS common stock, together with cash in lieu of fractional shares, if any, and $11.00 in cash, as further described in “ The Merger Agreement—Merger Consideration beginning on page [●].

Under NYSE rules, a company is required to obtain shareholder approval prior to the issuance of shares of common stock if (i) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock and (ii) such issuance is generally not for cash (such as an issuance for cash or a bona fide private financing). Based on the number of shares of Worldpay Class A common stock issued and outstanding as of [●], 2019, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, it is estimated that FIS will issue approximately [●] million shares of FIS common stock to Worldpay stockholders in the aggregate upon completion of the merger. The aggregate number of shares of FIS common stock that FIS will issue in the merger will exceed 20% of the shares of FIS common stock outstanding before such issuance and such issuance will not be for cash, and, for these reasons, FIS is seeking the approval of its shareholders for the issuance of shares of FIS common stock pursuant to the merger agreement.

In the event the FIS share issuance proposal is not approved by the requisite vote of FIS shareholders, the merger will not be completed. In the event the FIS share issuance proposal is approved by the requisite vote of FIS shareholders, but the merger agreement is terminated (without the merger being completed) prior to the issuance of shares of FIS common stock pursuant to the merger agreement, FIS will not issue any shares of FIS common stock as a result of the approval of the FIS share issuance proposal.

Approval of the FIS share issuance proposal requires the affirmative vote of a majority of votes cast by FIS shareholders present in person or by proxy at the FIS special meeting and entitled to vote thereon, where a quorum is present. Broker non-votes and failures to submit a vote will be entirely excluded from the vote and will have no effect on its outcome. Abstentions will have the same effect as votes “ AGAINST ” the proposal.

The FIS board unanimously recommends that FIS

shareholders vote “FOR” the FIS share issuance proposal.

Proposal 2—FIS Adjournment Proposal

FIS shareholders are being asked to vote on a proposal that will allow the FIS special meeting to be adjourned to another time and place one or more times, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the FIS share issuance proposal have not been obtained by FIS.

Whether or not a quorum is present, approval of the FIS adjournment proposal requires the affirmative vote of a majority of votes present in person or by proxy at the FIS special meeting and entitled to vote thereon. Abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as votes “ AGAINST ” the proposal. Broker non-votes and failures to vote are not considered present and entitled to vote on this proposal and will be entirely excluded from the vote and will have no effect on its outcome.

The FIS board unanimously recommends that FIS

shareholders vote “FOR” the FIS adjournment proposal.

 

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WORLDPAY PROPOSALS

Proposal 1—Worldpay Merger Proposal

Worldpay stockholders are being asked to adopt and approve the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, FIS has agreed to acquire Worldpay. In the event the Worldpay merger proposal is not approved by the requisite vote of Worldpay stockholders, the merger will not be completed. In the event the Worldpay merger proposal is approved by the requisite vote of Worldpay stockholders, but the merger agreement is terminated prior to the closing of the merger, the merger will not be completed.

Approval of the Worldpay merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Worldpay Class A common stock entitled to vote thereon at a meeting of the Worldpay stockholders at which a quorum exists. Abstentions, broker non-votes and failing to vote will have the same effect as votes “ AGAINST ” the Worldpay merger proposal.

The Worldpay board unanimously recommends that Worldpay

stockholders vote “FOR” the Worldpay merger proposal.

Proposal 2—Worldpay Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Worldpay stockholders are being asked to approve, on a non-binding, advisory basis, certain merger-related executive officer compensation payments that will or may be made to Worldpay’s named executive officers in connection with the merger, as further described in “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger—Quantification of Potential Payments to Worldpay’s Named Executive Officers in Connection with the Merger ” beginning on page [●].

Accordingly, Worldpay is asking Worldpay stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:

RESOLVED , that the compensation that will or may be made to Worldpay’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “ The Merger—Interests of Certain Worldpay Directors and Executive Officers in the Merger beginning on page [●] are hereby APPROVED .”

The vote on the Worldpay compensation proposal is separate and apart from the vote to approve the Worldpay merger proposal. Accordingly, you may vote against the Worldpay compensation proposal and vote in favor of the Worldpay merger proposal and vice versa. The vote on the Worldpay compensation proposal is advisory in nature and, therefore, not binding on Worldpay or the compensation committee of the Worldpay board, regardless of whether the Worldpay merger proposal is adopted and approved. Approval of the Worldpay compensation proposal is not a condition to the completion of the merger or the payment of any compensation, and failure to approve the Worldpay compensation proposal will have no effect on the vote on the Worldpay merger proposal or the entitlement of any individual to payments or benefits.

Approval of the Worldpay compensation proposal requires the affirmative vote of a majority of shares present in person or by proxy at the Worldpay special meeting and entitled to vote thereon. For purposes of this proposal, abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as votes “ AGAINST ” the Worldpay compensation proposal. Broker non-votes are not considered present

 

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and entitled to vote on this proposal and will have no effect on the outcome of the vote. Failing to vote on this proposal will have no effect on the outcome of the vote.

The Worldpay board unanimously recommends that Worldpay

stockholders vote “FOR” the Worldpay compensation

proposal.

Proposal 3—Worldpay Adjournment Proposal

Worldpay stockholders are being asked to vote on a proposal that will allow the Worldpay special meeting to be adjourned to another time and place one or more times, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Worldpay merger proposal have not been obtained by Worldpay.

If no quorum is present at the Worldpay special meeting, approval of the Worldpay adjournment proposal requires the affirmative vote of the majority of shares present in person or by proxy. Abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as votes “ AGAINST ” the Worldpay adjournment proposal. Broker non-votes are not considered present and entitled to vote on this proposal and will have no effect on the outcome of the vote. Failing to vote on this proposal will have no effect on the outcome of the vote.

The Worldpay board unanimously recommends that Worldpay

stockholders vote “FOR” the Worldpay adjournment proposal.

 

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THE MERGER

The following is a description of the material aspects of the merger. Although FIS and Worldpay believe that the following description covers the material terms of the merger, the description may not contain all of the information important to you. You are encouraged to read carefully this joint proxy statement/prospectus in its entirety, including the merger agreement, which is included in this joint proxy statement/prospectus as Annex A , for a more complete understanding of the merger. In addition, important business and financial information about each of FIS and Worldpay is included in or incorporated by reference herein. See “Where You Can Find More Information” beginning on page [ ].

General

FIS and Worldpay have entered into the merger agreement, which provides that, on the terms and subject to the conditions set forth in the merger agreement, Merger Sub, a direct, wholly-owned subsidiary of FIS will merge with and into Worldpay, with Worldpay being the surviving corporation of the merger and becoming a direct, wholly-owned subsidiary of FIS, and the separate corporate existence of Merger Sub will cease.

This joint proxy statement/prospectus is being provided to FIS shareholders in connection with the solicitation of proxies by the FIS board for the FIS special meeting. This joint proxy statement/prospectus is also being provided to Worldpay stockholders in connection with the solicitation of votes by the Worldpay board from the Worldpay stockholders for the Worldpay special meeting.

The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger, including, but not limited to, obtaining the requisite FIS shareholder approval of the FIS share issuance proposal and the requisite Worldpay stockholder approval of the Worldpay merger proposal, obtaining regulatory approvals described under “ The Merger—Regulatory Approvals ” beginning on page [●] and obtaining authorization for listing the shares of FIS common stock issuable in the merger on the NYSE, subject to official notice of issuance. There can be no assurance that all of the conditions to the completion of the merger will be so satisfied or waived. If the conditions to the merger are not able to be satisfied or waived, FIS and Worldpay will be unable to complete the merger and the merger agreement may be terminated.

If the merger is completed, Worldpay stockholders will be entitled to receive, for each share of Worldpay Class A common stock owned by them (other than the excluded shares) immediately prior to the effective time, without interest and subject to any applicable withholding taxes, 0.9287 shares of FIS common stock, together with cash in lieu of fractional shares, if any, and $11.00 in cash, as further described in “ The Merger Agreement—Merger Consideration ” beginning on page [●]. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of FIS common stock until the merger is completed. The market price of FIS common stock has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Worldpay special meeting, the date of the FIS special meeting, the date the merger is completed and thereafter. No fractional shares of FIS common stock will be issued upon the conversion of shares of Worldpay Class A common stock pursuant to the merger agreement, and Worldpay stockholders will receive cash in lieu of any fractional shares, as further described in “ The Merger Agreement—Treatment of Fractional Shares ” beginning on page [●].

See “ The Merger Agreement—Treatment of Worldpay Equity Awards ” beginning on page [●] for more information regarding Worldpay equity awards.

Background of the Merger

As part of FIS’ ongoing consideration and evaluation of its long-term prospects and strategies, the FIS board and management regularly review strategic opportunities involving companies building complementary solutions in

 

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the financial services space. The FIS board and management also monitor developments in the financial services technology industry and the industries serviced by financial services technology providers, as well as the opportunities and challenges facing participants in those industries. These assessments have included guidance and analysis from legal counsel and financial advisors. The range of potential strategic alternatives that have been considered include, but are not limited to, business combinations and other strategic transactions.

The Worldpay board regularly reviews Worldpay’s results of operations, business strategy and strategic alternatives in the context of ongoing developments in the payments industry. The payments industry landscape continues to evolve and, in recent years, the industry has experienced increased consolidation. Among other developments, the ubiquity of the internet has increasingly driven commerce to be conducted online, with decreasing costs of technology creating opportunities for merchants to deploy eCommerce and mobile commerce solutions. In addition, commerce continues to evolve into a global activity as merchants utilize these online and mobile methods to connect with consumers in geographic markets outside their own. Against this backdrop, increasing consolidation has been driven by the need for industry participants to meet customer demands through providing a broader array of products and services, enhancing rapidly changing product development and innovation and realizing the benefits of scale. These developments in large part drove the 2018 combination of Worldpay Group plc and Vantiv, Inc. (now Worldpay). Following that combination, Worldpay has continued to consider and explore alternatives for revenue growth, products and services diversification and stockholder value enhancement.

In this regard, Gary A. Norcross, the chairman, president and chief executive officer of FIS, and Charles D. Drucker, the executive chairman and chief executive officer of Worldpay have spoken on several occasions over the last two years about payments industry dynamics and the possibility of mutually beneficial commercial arrangements or combining the two companies.

On June 28, 2017, Mr. Norcross and Mr. Drucker discussed several business opportunities including the possibility of combining the two companies, but agreed that the timing was not right for such a transaction.

On September 11 and 12, 2018, the FIS board held a strategic retreat in which, among other things, the FIS board and executive management discussed potential M&A strategic areas and specific targets in those areas, including the payments area in general and Worldpay in particular.

In September 2018, Worldpay engaged Credit Suisse as financial advisor to assist Worldpay in exploring strategic alternatives for its issuer solutions business, which was a low single-digit revenue growth business, and contacted several parties to solicit their interest in a potential acquisition of the issuer solutions business. In that regard, on September 27, 2018, Mr. Drucker called Mr. Norcross to explore FIS’ interest in a possible acquisition of the issuer solutions business. Also, on this call, Mr. Norcross and Mr. Drucker discussed the possibility of a business combination transaction, but they agreed that the timing was not right as the legacy Worldpay acquisition was still being integrated and that they would revisit this topic in 2019.

On October 2, 2018, Credit Suisse, on behalf of Worldpay, contacted John Crawford, Senior Vice President–Finance and M&A at FIS, to discuss further FIS’ potential interest in an acquisition of Worldpay’s issuer solutions business and parameters for potential bids. FIS and Worldpay entered into a confidentiality agreement on October 5, 2018, and FIS conducted due diligence with respect to the business but ultimately decided not to submit a bid for the business. On behalf of Worldpay, Credit Suisse subsequently indicated to FIS that the business may not be sold and that based on positive conversations between the CEOs of each company, perhaps a larger transaction opportunity would be available in 2019. Worldpay subsequently determined not to pursue a sale of its issuer solutions business at that time.

On January 14, 2019, FIS CFO James Woodall asked Mr. Crawford for updated models on the large acquisition opportunities under regular review, with specific focus on the payments sector. That afternoon Mr. Norcross, Mr. Woodall and Mr. Crawford met to discuss actionability of potential deals.

 

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In mid-January, Mr. Drucker and Mr. Norcross briefly corresponded about developments in the payments industry. Mr. Norcross and Mr. Drucker agreed to meet to continue the conversation at the next available opportunity.

On January 31, 2019, the FIS board, at its regularly scheduled quarterly meeting, discussed potential mergers and acquisitions, which we refer to as M&A opportunities, including Worldpay, as well as the strategic M&A landscape and potential value creation for FIS shareholders. Financial attributes and impact for FIS were also discussed as to potential targets, and Worldpay stood out as one of the top potential opportunities. Additionally, the FIS board discussed the potential engagement of Centerview and Goldman Sachs to provide financial advice if a significant M&A opportunity, such as a possible combination with Worldpay, became actionable.

On February 1, 2019, Mr. Drucker traveled to Jacksonville, Florida to meet with Mr. Norcross, at which meeting they discussed the possibility of exploring a potential business combination transaction involving FIS and Worldpay. In order to adequately evaluate a potential strategic transaction between Worldpay and FIS, Mr. Drucker and Mr. Norcross discussed entering into a mutual confidentiality agreement to facilitate the exchange of information between the parties.

On or about February 1, 2019, Worldpay retained Skadden to provide legal advice with respect to a potential transaction with FIS.

On February 2, 2019, FIS and Worldpay entered into a mutual confidentiality agreement, and Mr. Norcross reached out to Mr. Drucker to continue the discussion in respect of a potential business combination transaction. Each of Worldpay and FIS thereafter began to provide the other with preliminary business and financial information to assist the other’s evaluation of a potential business combination between the two companies.

Also on February 2, 2019, FIS engaged Willkie Farr & Gallagher LLP, which we refer to as Willkie, to provide legal advice with respect to a potential transaction with Worldpay.

On February 3, 2019, FIS sent to Worldpay a non-binding indication of interest containing a proposal for a stock-for-stock transaction. The proposal valued a share of Worldpay Class A common stock at $97 per share, reflecting a 14% premium over the $84.77 closing price of the Worldpay Class A common stock on the NYSE on February 1, 2019 and a 23% premium over the $79.00 30-day volume-weighted average price, which we refer to as VWAP, of the Worldpay Class A common stock on the NYSE as of February 1, 2019.

On or about February 3, 2019, Worldpay senior management contacted Credit Suisse to act, as financial advisor to Worldpay in connection with the potential strategic transaction with FIS, subject to appropriate conflict checks and approval of the Worldpay board, and thereafter Credit Suisse was engaged to act as Worldpay’s financial advisor in connection with a strategic transaction involving Worldpay and FIS.

During the two weeks that followed, Worldpay senior management, with the assistance of Credit Suisse, evaluated the February 3, 2019 indication of interest, FIS’ business and operations and the potential business and financial implications of a combination with FIS, and Mr. Drucker began reaching out to individual Worldpay directors to inform them of the discussion between Worldpay and FIS with respect to a potential transaction and the February 3 indication of interest.

On or about February 4, 2019, FIS senior management contacted Centerview and Goldman Sachs to act as financial advisors to FIS in connection with the potential strategic transaction with Worldpay, subject to appropriate conflict checks and approval of the FIS board.

On February 11, 2019, Mr. Drucker, along with Stephanie Ferris, CFO of Worldpay, went to Jacksonville, with Mark Heimbouch, President and COO of Worldpay, participating via telephone from London, to meet with Mr. Norcross, Mr. Woodall and Bruce Lowthers, Co-COO of FIS. The discussion was focused on a potential business combination transaction and preliminary views on synergy opportunities in such a transaction.

 

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Also, on February 11, 2019, FIS engaged the Boston Consulting Group, which we refer to as BCG, to update previous analyses it had provided to FIS with respect to a market assessment of the payments space. At this time, FIS did not mention to BCG its negotiations with Worldpay.

On February 14, 2019, Mr. Drucker and Mr. Norcross convened telephonically to follow up on their discussion from the meeting on February 11, 2019. Mr. Drucker communicated to Mr. Norcross that Worldpay remained interested in continuing discussions about a transaction, but that FIS would need to make a higher bid to move the transaction forward. Mr. Drucker also advised that there would be regularly scheduled Worldpay board meetings on February 19, 2019 and February 20, 2019.

FIS continued its review of Worldpay’s public filings and requested Willkie to aid in the diligence process with respect to Worldpay and to advise on the potential transaction.

On February 15, 2019, the FIS board held a special telephonic meeting to discuss strategic opportunities, including the status of discussions with Worldpay. At this meeting, management reviewed the strategic rationale of a business combination transaction with Worldpay and financial analysis and valuation modeling, preliminary synergies and value creation for FIS shareholders. The FIS board agreed upon an increased non-binding indication of interest to Worldpay up to a value of $104 per share of Worldpay Class A common stock. After Marc Mayo, Chief Legal Officer for FIS, reviewed with the FIS board their fiduciary responsibilities in relation to such a transaction and engaging financial advisors to assist with such a transaction and reviewed with the FIS board the relationship disclosures provided by Goldman Sachs and Centerview, the FIS board authorized the engagement of those investment banks to provide financial advisory services to FIS regarding a potential Worldpay transaction. Soon thereafter, Goldman Sachs and Centerview executed agreements with FIS to be bound by the confidentiality provisions of the mutual confidentiality agreement between FIS and Worldpay.

Later on February 15, 2019, FIS delivered a revised non-binding indication of interest to Worldpay for a proposed stock-for-stock transaction. The indication of interest delivered to Worldpay valued a share of Worldpay Class A common stock between $102 and $104, reflecting a 17%-19% premium over the $87.21 closing price of Worldpay Class A common stock on the NYSE on February 14, 2019 and a 24%-26% premium over the $82.23 30-day VWAP of the Worldpay Class A common stock on the NYSE at the time.

On February 19, 2019 and February 20, 2019, Worldpay convened the above-mentioned regularly scheduled meetings of its board. Representatives of Credit Suisse and Skadden were in attendance at the February 19, 2019 meeting. At the meetings, Mr. Drucker and other members of Worldpay’s senior management provided a detailed update on the status of the discussions regarding a potential strategic transaction with FIS, including the terms of the February 15, 2019 indication of interest. At the February 19, 2019 meeting, representatives of Credit Suisse provided an overview of the proposed transaction, including preliminary financial analyses. Internal counsel of Worldpay, together with Skadden, provided an overview of the directors’ fiduciary duties. Following the update and discussions, the Worldpay board authorized the formation of a transactions committee of independent directors for the purpose of considering potential strategic business combination transactions, including a transaction with FIS, which we refer to as the Worldpay transactions committee. The members of this committee were Jeffrey Stiefler, Lee Adrean, Kevin Costello and Gary Lauer.

On February 20, 2019, Mr. Drucker called Mr. Norcross to discuss the Worldpay board’s position. In particular, there was discussion as to whether the potential transaction should be for all stock.

On February 21, 2019 and February 22, 2019, several members of the executive management teams of FIS and Worldpay met in Amelia Island, Florida, together with their respective financial advisors on the second day to discuss the potential business combination, including financial, business, accounting, legal and regulatory due diligence matters.

On February 27, 2019, Mr. Drucker and members of senior management of Worldpay met telephonically with the Worldpay transactions committee to review and discuss the potential transaction with FIS. The Worldpay

 

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transactions committee directed Worldpay senior management to continue discussions with FIS senior management and to request from FIS an increase in the proposed per share consideration for Worldpay common stock in the proposed transaction.

On February 28 and March 1, 2019, expanded management teams of FIS and Worldpay met in Cincinnati, Ohio, together with their respective financial advisors, to further discuss a potential business combination transaction, including potential revenue and expense synergies, and how the companies would fit together and benefit the shareholders of each company. The agenda included meetings on major business segments, synergy opportunities, corporate and functional diligence and a reverse diligence presentation by FIS.

On February 28, 2019, BCG signed an agreement with FIS to be bound by the confidentiality provisions of the mutual confidentiality agreement between FIS and Worldpay and was made aware of the discussions between FIS and Worldpay.

On March 4, 2019, the FIS board held a telephonic meeting in which management updated the FIS board on the meetings with Worldpay management, diligence, negotiations and further financial analysis, including following Worldpay’s stock price increase after its earnings announcement. Mr. Woodall and Mr. Crawford presented valuation and financial models of both a 90% stock/10% cash deal and an 80% stock/20% cash deal for the FIS board’s review and discussion. The FIS board also reviewed presentations from BCG on the payments landscape and reviewed preliminary financial analyses of a potential transaction with Worldpay prepared by each of Centerview and Goldman Sachs based on publicly available information and information provided by FIS’ senior management. After such review and discussion, management recommended and the FIS board agreed to management making a 90% stock/10% cash proposal at a value of $110 per share, amounting to an approximately 13% premium over the Worldpay closing stock price of $97.72 on March 1, 2019. This proposal provided a fixed exchange ratio of 0.913 shares of FIS common stock (based on the FIS closing stock price on March 1, 2019) plus $11 cash for each share of Worldpay Class A common stock.

Later on March 4, 2019, FIS delivered a further revised non-binding indication of interest to Worldpay that valued each share of Worldpay Class A common stock at $110, reflecting a 13% premium over the $97.72 closing price of Worldpay Class A common stock on the NYSE on March 1, 2019 and a 25% premium over the $88.04 30-day VWAP of Worldpay Class A common stock on the NYSE at the time. The purchase price would be payable with a 90%/10% mix of FIS common stock and cash, with holders of Worldpay Class A common stock receiving, for each share of Worldpay Class A common stock, 0.913 of a share of FIS common stock, which ratio would be fixed, and $11 in cash. The updated indication of interest also proposed that the combined company’s board of directors would be expanded to twelve members from the existing ten member FIS board, with Worldpay having the right to (i) designate five members of the initial combined-company board of directors, which we refer to as the Worldpay combined-company directors, and (ii) nominate the initial lead independent director for the combined-company board of directors. The updated indication of interest also proposed that Mr. Drucker would serve as executive vice chairman for an initial period of at least 12 months following the closing of a transaction. In addition, the updated indication of interest requested that Worldpay enter into a mutual exclusivity agreement with FIS that would expire 20 days from the execution of the mutual exclusivity agreement, with one possible ten-day extension.

On March 5, 2019, at a telephonic meeting of the Worldpay transactions committee, Mr. Drucker and other members of Worldpay senior management briefed the Worldpay transactions committee on the March 4, 2019 updated indication of interest and the February 28 and March 1, 2019 meetings. Credit Suisse also attended the call and reviewed the financial aspects of the proposed transaction. The Worldpay transactions committee instructed Mr. Drucker and other members of Wordplay senior management to seek a higher exchange ratio and further corporate governance participation provisions and advised in favor of Worldpay entering into an exclusivity agreement with FIS. Representatives of Skadden were also in attendance at this meeting.

At a March 6, 2019 meeting in Jacksonville, Florida and in several follow-up conversations after that on March 6 and 7, 2019, Mr. Norcross and Mr. Drucker discussed, among other things, governance, social issues in

 

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combining the two companies, the roles of executives of each of Worldpay and FIS in the combined company, terms to be set forth in a further indication of interest and a mutual exclusivity agreement.

On March 7, 2019, FIS delivered a further revised non-binding indication of interest to Worldpay that valued each share of Worldpay Class A common stock at $110, reflecting a 16% premium over the $95.10 closing price of Worldpay Class A common stock on the NYSE on March 6, 2019 and a 23% premium over the $89.09 30-day VWAP of Worldpay Class A common stock on the NYSE at the time. The purchase price would be payable with a 90%/10% mix of FIS common stock and cash, with holders of Worldpay Class A common stock receiving for each share of Worldpay Class A common stock 0.9287 of a share of FIS common stock, which ratio would be fixed, and $11 in cash. The increase in the exchange ratio was based on a change in the market price of FIS common stock since March 4, 2019. The updated indication of interest proposed that, in addition to the governance and management matters set forth in the March 4, 2019 indication of interest, (i) at least one of the five Worldpay combined-company directors would be appointed to each standing committee of the board of directors of the combined company and (ii) if any of the Worldpay combined-company directors were to leave the combined-company board within two years after the closing of the proposed transaction, the remaining Worldpay combined-company directors would have the right to propose up to two potential replacement candidates that would be considered in good faith by the corporate governance and nominating committee of the combined company board. The updated indication of interest proposed that Worldpay and FIS enter into exclusivity through March 24, 2019. Worldpay and FIS subsequently negotiated, and on March 7, 2019 entered into a mutual exclusivity agreement providing for exclusivity through March 24, 2019.

Later that same day, FIS delivered to Worldpay an initial draft of the merger agreement. The draft merger agreement included, among other things, customary representations and warranties and covenants generally on a reciprocal basis, customary closing conditions and a mutual termination fee of 3.25% of the enterprise value (or approximately 4% of equity value) of Worldpay, payable if the merger agreement were terminated in certain circumstances, including by one party as a result of a change of recommendation by the board of the other party. In addition, the draft merger agreement provided that the parties would each be required to use its reasonable best efforts to obtain regulatory approvals in respect of the proposed business combination transaction, but the parties would not be required to take any action (including divesting, selling or holding separate any asset) if such action would be material to FIS and its subsidiaries or Worldpay and its subsidiaries.

Also on March 7, 2019, Mr. Norcross and Mr. Drucker spoke after they signed the mutual exclusivity agreement to prepare a schedule for the following week for matters that needed to be accomplished before signing.

Between March 7, 2019 and March 17, 2019, each of FIS and Worldpay and their respective advisors continued to conduct business, legal and financial diligence on the other party.

On March 7, 2019, FIS met with representatives of Barclays and engaged Barclays to underwrite a bridge facility. On March 8, 2019, FIS separately met with representatives of Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, which we collectively refer to as GS Bank, and engaged GS Bank to underwrite a bridge facility. Between March 8 and March 17, 2019, the banks engaged in due diligence and negotiated a debt commitment letter with FIS.

On March 7, 2019, FIS contacted S&P, Moody’s and Fitch to engage their advisory services to render their opinions as to whether the proposed transaction would impact FIS’ current investment grade credit ratings. FIS met with the rating advisory boards on March 12 and requested feedback by March 15, 2019. On March 14, 2019, Fitch reaffirmed FIS’ ratings at BBB stable, and on March 15, 2019 S&P and Moody’s reaffirmed FIS’ ratings at BBB/Baa2 stable.

On March 8, 2019, FIS delivered to Worldpay a draft timeline of workstreams targeting a March 18 announcement. Also on or about March 8, 2019, each of FIS and Worldpay provided data room access to the other party and its representatives and advisors.

 

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On March 8, 2019, Willkie and Skadden discussed FIS’ initial draft of the merger agreement. During the period between March 7 and March 17, 2019, representatives of Willkie, on the one hand, and Skadden, on the other hand, at the direction and with the guidance and input of their respective clients, exchanged several drafts of the merger agreement and engaged in negotiations regarding the terms and conditions of the merger agreement, including certain governance matters with respect to the combined company. During such period, members of senior management of FIS, on the one hand, and Worldpay, on the other hand, also engaged in negotiations regarding the terms and conditions of the merger agreement, including certain governance matters with respect to the combined company.

On March 11 and 12, 2019, FIS management and Worldpay management met in New York, New York to discuss, among other things, a communications plan with respect to the proposed transaction, including an announcement deck for investors.

On March 13, 2019, Mr. Drucker and other members of senior management of Worldpay telephonically briefed the Worldpay transactions committee on the status of the negotiations with FIS. Credit Suisse also attended the call and reviewed financial aspects of the proposed transaction.

On March 15, 2019, Mr. Norcross spoke with Mr. Drucker about remaining merger agreement issues around talent and retention, including the achievement level at which outstanding performance share awards and integration share awards would transfer to the combined company and permissible equity compensation grants between signing and closing.

On March 16, 2019, the FIS board held a telephonic meeting with certain members of FIS management and representatives of Centerview, Goldman Sachs and Willkie in attendance. The FIS management team delivered a presentation to the FIS board on the business and strategic implications of the potential business combination. The FIS board asked numerous questions, which were answered by the management team. Representatives of each of Centerview and Goldman Sachs then reviewed with FIS their respective financial analyses of the merger consideration and answered questions regarding such analyses. Mr. Mayo reviewed with the board the key terms of the draft merger agreement that had been negotiated between the parties, and then Mr. Mayo and a representative of Willkie responded to questions from the FIS board regarding certain legal aspects of the potential transaction. The FIS management team then delivered to the FIS board a further presentation on the financial aspects of the proposed business combination. Representatives of Centerview then rendered to the FIS board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 16, 2019, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid by FIS in the merger pursuant to the merger agreement was fair, from a financial point of view, to FIS. For a detailed discussion of Centerview’s opinion, see the section entitled “— Opinion of Centerview, FIS’ Financial Advisor ” beginning of page [●] of this joint proxy statement/prospectus. Representatives of Goldman Sachs then rendered to the FIS board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 17, 2019, that, as of such date and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid by FIS for each share of Worldpay Class A common stock pursuant to the merger agreement was fair, from a financial point of view, to FIS. For a detailed discussion of Goldman Sach’s opinion, see the section entitled “— Opinion of Goldman Sachs Co. LLC, FIS’ Financial Advisor ” beginning of page [●] of this joint proxy statement/prospectus. Following these discussions and the delivery of the presentations, and after extensive review and discussion by the FIS board, including consideration of the factors described below under the heading “ The Merger—Recommendation of the FIS board; FIS’ Reasons for the Merger ” beginning on page [●], the FIS board determined that the merger and related share issuance were fair to and in the best interests of FIS and its shareholders, and approved the merger agreement and the transactions contemplated by the merger agreement, and declared it advisable that FIS enter into the merger agreement and, subject to receiving the requisite approval by FIS shareholders, make the related share issuance. The FIS board also approved the debt financing necessary to complete the transactions contemplated by the merger agreement.

 

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That same day, Worldpay convened a telephonic meeting of the Worldpay board to review and discuss the terms of the proposed transaction with FIS and related matters. Members of senior management of Worldpay as well as representatives of Credit Suisse and Skadden were in attendance at the meeting. At the meetings, among other things, legal counsel reviewed the material terms of the merger agreement, and members of Worldpay’s management team updated the Worldpay board on the status of discussions with FIS and reviewed the business and financial implications and benefits of the proposed transaction, including the estimated synergies, anticipated to result from the proposed transaction. Credit Suisse reviewed with the Worldpay board the financial aspects of the proposed transaction.

On March 17, 2019, Worldpay convened a telephonic meeting of the Worldpay board. Worldpay’s management team provided an update on the proposed transaction. Credit Suisse then reviewed and discussed its financial analyses with respect to Worldpay, FIS and the merger. Thereafter, at the request of the Worldpay board, Credit Suisse rendered its oral opinion to the Worldpay board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of March 17, 2019, the fairness, from a financial point of view, to the holders of Worldpay Class A common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement. Following further discussion with and questions from members of the Worldpay board, and on the basis of its consideration of, among other things, the matters set forth under the heading “ The Merger—Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger ,” the Worldpay board unanimously determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interests of Worldpay and its stockholders and approved the merger agreement and the transactions contemplated thereby.

Also, Mr. Norcross, on March 16, and Mr. Drucker, on March 17, each informed the other of the approval by the FIS and Worldpay boards, respectively, of the transaction.

On March 17, 2019, FIS and Worldpay executed and delivered the merger agreement, providing for an exchange ratio of 0.9287 of a share of FIS common stock and $11 in cash for each share of Worldpay Class A common stock, which valued each share of Worldpay Class A common stock at $112.12 reflecting a 14% premium over the $98.68 closing price of Worldpay Class A common stock on the NYSE on March 15, 2019 and a 20% premium over the 30-day VWAP of Worldpay Class A common stock on the NYSE at the same time. On March 17, 2019, FIS also executed a debt commitment letter for the bridge facility with Barclays and GS Bank.

On March 18, 2019, the transaction was announced before the market open in London.

Recommendation of the FIS Board; FIS’ Reasons for the Merger

At a special meeting held on March 16, 2019, the FIS board unanimously:

 

   

approved the merger agreement and the transactions contemplated by thereby, including the merger, and declared it advisable that FIS enter into the merger agreement; and

 

   

recommended approval by the FIS shareholders of the FIS share issuance.

THE FIS BOARD UNANIMOUSLY RECOMMENDS THAT FIS SHAREHOLDERS VOTE “FOR” THE FIS SHARE ISSUANCE PROPOSAL.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and declaring it advisable that FIS enter into the merger agreement, the FIS board, as described in “ The Merger—Background of the Merger ” beginning on page [●], held a number of meetings, consulted with FIS’ senior management and representatives of FIS’ financial advisors, Centerview and Goldman Sachs and of Willkie, FIS’ outside legal counsel, and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of FIS and Worldpay and determined that the merger was

 

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fair to and in the best interests of FIS and its shareholders. In making its determination, the FIS board considered a number of factors, including the following:

 

   

the ability of the combined company to create value for its clients by:

 

   

combining FIS’ and Worldpay’s respective financial technology and payments capabilities with an even more extensive and comprehensive range of end-to-end solutions;

 

   

offering combined modern, digital capabilities to accelerate clients’ revenue growth, streamline their operations and create better engagement with their customers;

 

   

continuing modernization investments both companies have been making;

 

   

combining FIS’ and Worldpay’s global operations and capabilities to offer clients broader access to customers and transactions worldwide;

 

   

creating an expanded universe of best-in-class solutions available to clients due to the complementary strengths of FIS and Worldpay, including offerings such as banking, payments, capital markets and global ecommerce capabilities; and

 

   

offering combined omni-channel payment and multi-currency capabilities, robust risk and fraud solutions and advanced data analytics;

 

   

that the merger is expected to generate at least $500 million of run-rate revenue synergies and $400 million of run-rate expense synergies by the end of 2021, assuming a June 30, 2019 closing date;

 

   

that the combination of industry leading technology offerings and global distribution channels offered by FIS and Worldpay serving high-growth secular markets will immediately accelerate the revenue growth profile of FIS, along with meaningful revenue growth opportunities across the merchant and banking ecosystems;

 

   

that the combined company expects to generate significant free cash flow of nearly $4.5 billion in the third year following the closing of the merger, assuming achievement of synergies, and that FIS intends to deploy such cash flow with the same discipline as its proven, historical capital allocation strategy;

 

   

an enhanced financial profile, including pro forma annual revenue for 2018 of in excess of $12.0 billion;

 

   

that FIS anticipates having a capital structure, balance sheet and capital allocation policy consistent with investment-grade debt ratings;

 

   

the intention of FIS to refinance approximately $7.8 billion of the debt that Worldpay is expected to have at the time of the closing of the merger and the ability of FIS to obtain commitments for a bridge facility for that purpose;

 

   

that the combined company will have an experienced management team of both FIS and Worldpay personnel who have a proven track record of innovation leadership, a history of successful integration and a history of exceeding synergy plan targets to drive transformational value to clients and shareholders;

 

   

that the combined company will be led by an experienced board and leadership team that leverages the strengths and capabilities of FIS and Worldpay, including:

 

   

that the chief executive officer and president of FIS immediately prior to the effective time will continue to serve as the chief executive officer and president of FIS and will remain the chairman of the FIS board, and the chief executive officer of Worldpay immediately prior to the effective time will become an executive of FIS and will serve as the vice executive chairman of the FIS board;

 

   

that the FIS board will be comprised of 12 directors, of whom initially (i) seven will be continuing FIS directors, one of whom will be the FIS CEO, and (ii) five will be individuals designated by

 

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Worldpay, one of whom will be the Worldpay CEO, as described in “ Governance of the Combined Company ” beginning on page [●]; and

 

   

that a director designated by Worldpay, other than the Worldpay CEO, will serve as the lead independent director of the FIS board, and a continuing Worldpay director will be appointed to each standing committee of the FIS board as of the effective time;

 

   

the exchange ratio and that the exchange ratio and cash component of the merger consideration are fixed, with no adjustment in the merger consideration to be received by Worldpay stockholders as a result of possible increases or decreases in the trading price of FIS’ or Worldpay’s stock following the announcement of the merger;

 

   

that holders of shares of FIS common stock as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 53% of the issued and outstanding shares of common stock of the combined company, on a fully diluted basis, immediately following the completion of the merger;

 

   

historical information concerning FIS’ and Worldpay’s respective business, financial condition, results of operations, earnings, trading prices, technology positions, management, competitive positions and prospects on a stand-alone basis and forecasted combined basis;

 

   

the results of due diligence review of Worldpay and its business, including with respect to the integration of prior acquisitions, legal, accounting, tax, human resources and intellectual property matters, conducted by FIS and its advisors;

 

   

the current and prospective business environment in which FIS and Worldpay operate, including international, national and local economic conditions, the competitive and regulatory environment and the likely effect of these factors on FIS and the combined company;

 

   

the recommendation of FIS’ senior management in favor of the merger;

 

   

the alternatives reasonably available to FIS, including an acquisition of or merger with another company or continuation on a stand-alone basis;

 

   

the impact of the merger on the customers and employees of FIS;

 

   

the belief of FIS’ management that the merger would be approved by the requisite regulatory authorities, without the imposition of conditions sufficiently material to preclude the merger, and would otherwise be completed in accordance with the terms of the merger agreement;

 

   

the opinion of Centerview rendered to the FIS board on March 16, 2019, which was subsequently confirmed by delivery of a written opinion dated March 16, 2019, that, as of such date, and subject to the various assumptions made, procedures followed, matters considered, and the qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid by FIS in the merger pursuant to the merger agreement was fair, from a financial point of view, to FIS, as more fully described below under the caption in “ The Merger—Opinion of Centerview, FIS’ Financial Advisor ” beginning on page [ ] and the full text of the written opinion of Centerview, which is attached as Annex B to this joint proxy statement/prospectus;

 

   

the oral opinion of Goldman Sachs rendered to the FIS board, subsequently confirmed by delivery of a written opinion, dated March 17, 2019, to the FIS board, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid by FIS for each share of Worldpay Class A common stock pursuant to the merger agreement was fair, from a financial point of view, to FIS, as more fully described below under the caption in “ The Merger—Opinion of Goldman, FIS’ Financial Advisor ” beginning on page [ ] and the full text of the written opinion of Goldman Sachs, which is attached as Annex C to this joint proxy statement/prospectus;

 

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the review by the FIS board with the advice and counsel of its legal counsel and financial advisors of the structure of the merger and the financial and other terms of the merger agreement, which resulted from arm’s-length negotiations between FIS and its advisors, on the one hand, and Worldpay and its advisors, on the other hand, including the parties’ representations, warranties and covenants, the conditions to their respective obligations and the termination provisions as well as the likelihood of completion of the merger and the evaluation of FIS’ board of directors of the likely time period necessary to complete the merger. The FIS board also considered the following specific aspects of the merger agreement:

 

   

the nature of the closing conditions included in the merger agreement, including the reciprocal exceptions to the events that would constitute a material adverse effect on either FIS or Worldpay for purposes of the merger agreement, as well as the likelihood of satisfaction of all conditions to completion of the transactions;

 

   

the requirement to use reasonable best efforts to obtain requisite regulatory approvals, including the approvals or clearances by applicable U.S. and foreign competition authorities, except that, in connection with obtaining the requisite regulatory approvals required pursuant to any antitrust or competition laws in the United States, FIS or any of its subsidiaries or other affiliates are required to, among other actions, divest assets or hold separate assets of or otherwise take any other action that would limit the freedom of action with respect to any assets, licenses, operations, rights, product lines, businesses or interest therein of FIS, Worldpay or the surviving corporation (or any of their respective subsidiaries or other affiliates) unless such divestiture, holding separate of assets or other action would be material to the combined company, after giving effect to the merger (except that FIS can compel Worldpay to take any of the actions referred to above (or agree to take such actions) if such actions are only effective after the effective time);

 

   

FIS’ right to engage or participate in any negotiations with a third party that makes an unsolicited written bona fide proposal after the date of the merger agreement relating to an alternative acquisition or provide any confidential or non-public information or data to, or have or participate in any discussions with, a third party that makes an unsolicited written bona fide proposal after the date of the merger agreement relating to an alternative acquisition, in each case, if the FIS board has determined in good faith (after receiving the advice of its outside legal counsel and its outside financial advisors) that such proposal constitutes or would reasonably be expected to result in a transaction that is superior to the proposed merger with Worldpay and the failure to take such action would be inconsistent with FIS directors’ fiduciary duties under applicable law;

 

   

the right of the FIS board to change its recommendation to FIS shareholders to vote “ FOR ” the FIS share issuance proposal if a superior proposal is available or an intervening event has occurred so long as the FIS board has determined in good faith (after receiving the advice of its outside legal counsel and its outside financial advisors) that continuing to make such recommendation would be inconsistent with its fiduciary duties under applicable law, subject to certain conditions (including taking into account any modifications to the terms of the merger agreement); and

 

   

the ability of FIS to terminate the merger agreement under certain circumstances, subject in some instances to the obligation of FIS to pay to Worldpay a termination fee of $1 billion, as described in “ The Merger Agreement—Termination Fee beginning on page [●].

The FIS board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including:

 

   

the risk that the merger may not be completed despite the parties’ efforts, including the possibility that the conditions to the parties’ obligations to complete the merger (which include certain conditions that are not within the control of the parties to the merger agreement) may not be satisfied or that completion of the merger may be unduly delayed, and any resulting adverse impacts on FIS, its business and the trading price of FIS common stock;

 

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the risk that regulatory authorities may object to and challenge the merger or may impose terms and conditions that may adversely affect the anticipated operations, synergies and financial results of FIS in order to resolve those objections, including imposing operational restrictions or requiring divestitures of certain assets and businesses, and that, as a result, the merger might not be completed in a timely manner, without the imposition of restrictions or requirements, or in a manner that achieves the anticipated financial benefits of the merger, or at all, as described in “ The Merger Agreement—Regulatory Matters; Efforts to Complete the Merger ” beginning on page [●];

 

   

the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of FIS common stock or Worldpay Class A common stock, the value of the shares of FIS common stock to be issued to holders of shares of Worldpay Class A common stock upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the merger;

 

   

the possible diversion of management attention for an extended period of time during the pendency of the merger and, following the closing, the difficulties and management challenges inherent in completing the merger and integrating the businesses, operations and workforce of Worldpay with those of FIS, particularly in light of Worldpay’s size and complexity;

 

   

the potential difficulties in retaining Worldpay and FIS key personnel following the announcement of the merger;

 

   

the potential effect of the merger on the overall business of FIS, including its relationships with customers, suppliers, employees and regulators;

 

   

the risk of not realizing all the anticipated cost savings, enhanced revenue opportunities and other benefits expected as a result of the merger, and that FIS or Worldpay may not achieve their financial projections and that general economic and market conditions outside the control of the parties to the merger agreement could deteriorate;

 

   

the substantial costs to be incurred in connection with the merger and the integration of Worldpay’s business into FIS;

 

   

the provisions of the merger agreement which prohibit FIS from soliciting, initiating, seeking or supporting or knowingly encouraging or facilitating any inquiries or acquisition proposals;

 

   

the risk that the $1 billion termination fee to which FIS may be entitled, on the terms and subject to the conditions set forth in the merger agreement, in the event Worldpay terminates the merger agreement in certain circumstances, as described in “ The Merger Agreement—Termination Fee ” beginning on page [●], may not be sufficient to compensate FIS for the harm it might suffer as a result of such termination;

 

   

the risk that the refinancing of Worldpay’s existing debt financing arrangements in connection with the merger may not ultimately be achieved at all or on the terms anticipated by FIS and that FIS will incur additional debt as a result of the merger which could cause FIS to encounter difficulties, increased costs or less favorable terms associated with securing financing in the future, as described in more detail in “ Risk Factors ” beginning on page [●], or which could lead to a credit ratings downgrade or change in ratings outlook;

 

   

the risk that, in connection with obtaining the requisite regulatory approvals required pursuant to any antitrust or competition laws in the United States and taking all actions necessary to receive such regulatory approval, either FIS or Worldpay is required sell, divest or transfer assets, licenses, operations, rights, product lines or businesses (other than those material to the combined business after giving effect to the merger), among other things;

 

   

the potential for litigation relating to the merger and the associated costs, burden and inconvenience involved in defending those proceedings;

 

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the risk that the requisite FIS shareholder approval of the FIS share issuance proposal or the requisite Worldpay stockholder approval of the Worldpay merger proposal may not be obtained;

 

   

the terms of the merger agreement that restrict FIS’ abilities to operate its business outside of the ordinary course before the closing of the merger; and

 

   

the other risks associated as described in “ Risk Factors ” beginning on page [●] and matters described in “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page [●].

The FIS board considered all of these factors as a whole and, on balance, concluded that it supported a favorable determination to enter into the merger agreement.

The FIS board was also aware of, and considered the fee to be paid to each of Centerview and Goldman Sachs, as financial advisors to FIS, the fee to be paid to an affiliate of Goldman Sachs that will arrange for and provide financing to FIS in connection with the merger and the relationships Centerview and Goldman Sachs have with FIS, Worldpay, certain affiliates of Worldpay, each as described in “ Opinion of FIS’ Financial Advisor ” beginning on page [●], in connection with its consideration of Centerview’s and Goldman Sachs’ advice regarding the merger.

The foregoing discussion of the information and factors that the FIS board considered is not intended to be exhaustive, but rather is meant to include the material factors that the FIS board considered. The FIS board collectively reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and other factors that the members of the FIS board believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the FIS board considered in connection with its evaluation of the merger, the FIS board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the FIS board. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of FIS’ consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed in “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page [●].

Recommendation of the Worldpay Board; Worldpay’s Reasons for the Merger

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and declaring it advisable and in the best interests of Worldpay and its stockholders that Worldpay enter into the merger agreement, the Worldpay board evaluated the merger in consultation with Worldpay management, as well as Worldpay’s financial and legal advisors, and considered a number of factors, including, among others, the following material factors (which are presented below in no particular order and which were neither ranked nor weighted in any manner by the Worldpay board):

 

   

the complementary strengths and franchises of Worldpay and FIS and the potential strategic benefits to be realized from the merger, including the expectation that the combined company will be positioned to offer best-in-class global eCommerce, enterprise banking, payments, and capital markets capabilities empowering financial institutions and businesses worldwide;

 

   

the economies of scale presented by the merger, including the combined operations, technology infrastructure and data and analytics capabilities to enable delivery of cost efficient services and provide an enhanced value proposition for clients, as well as the expanded possibilities for organic growth and acquisitions of other third parties that would be available to the combined company;

 

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that the merger is expected to generate at least $500 million of run-rate revenue synergies and $400 million of run-rate expense synergies by the end of 2021, assuming a June 30, 2019 closing date;

 

   

that the combined company expects to achieve free cash flow of nearly $4.5 billion in the third year following the closing of the merger, assuming achievement of synergies;

 

   

that the combined company will have an experienced management team of both FIS and Worldpay personnel who have a proven track record of innovation leadership, a history of successful integration and a history of exceeding synergy plan targets to drive transformational value to clients and shareholders;

 

   

the corporate governance provisions of the merger agreement, which provide that, following the completion of the merger, (i) the combined company board will be expanded to consist of twelve directors, (ii) Worldpay will have the right to designate its CEO and four of its other existing directors as directors on the combined company board, (iii) at least one legacy Worldpay director will serve on each of the standing committees of the combined company board, (iv) a Worldpay director (other than the Worldpay CEO) will serve as the lead independent director of the combined company board and (v) the Worldpay CEO will be the executive vice chairman of the combined company board;

 

   

the implied value of the per share merger consideration and the fact that it represented a 14% premium to the closing price, and a 20% premium to the 30 day VWAP of Worldpay Class A common stock on the NYSE for the 30 trading day period ending on March 15, 2019, the last trading day prior to the meeting of the Worldpay board to approve the merger agreement and the transactions contemplated thereby, including the merger;

 

   

information and discussions regarding FIS’ business, results of operations, financial and market position and future earnings and prospects and Worldpay’s due diligence investigation of FIS;

 

   

the Worldpay board’s familiarity with and understanding of Worldpay’s business, results of operations, financial and market position and expectations concerning Worldpay’s future earnings and prospects;

 

   

a review and analysis of the opportunities and risks to Worldpay of remaining an independent, stand-alone company, due to, among other factors, the entry of new competitors into the payments and financial technology industry, increasing consolidation and scale in the payments and financial technology industry and the constantly evolving marketplace in which Worldpay operates, driven by clients and consumers who are continuously searching for new and innovative solutions in an increasingly digital and international landscape;

 

   

the historical performance of each of Worldpay Class A common stock and FIS common stock;

 

   

the fact that the cash portion of the merger consideration offers Worldpay stockholders immediate liquidity and certainty of value as to a portion of the merger consideration;

 

   

the fact that the stock consideration offers Worldpay stockholders the opportunity to share in the future growth and expected synergies of the combined company while retaining the flexibility for Worldpay stockholders to sell all or a portion of those FIS shares following completion of the merger;

 

   

the fact that the merger is intended to qualify as a reorganization for U.S. federal income tax purposes, though such qualification is not a condition to closing of the merger;

 

   

the financial analyses reviewed and discussed with the Worldpay board by representatives of Credit Suisse as well as the oral opinion of Credit Suisse rendered to the Worldpay board on March 17, 2019 (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of March 17, 2019, the fairness, from a financial point of view, to the holders of Worldpay Class A common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement;

 

   

the review of the Worldpay board, with the advice and assistance of its outside counsel, Skadden, of the material terms of the of the merger agreement, including the board’s ability under certain

 

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circumstances to withdraw, change, qualify or modify its recommendation that the Worldpay stockholders adopt and approve the merger agreement, including in certain circumstances where Worldpay has received a superior proposal (as defined in the merger agreement);

 

   

the fact that, under the merger agreement, Worldpay has the right, under certain circumstances, to (i) provide confidential information or data to, and (ii) participate in discussions and negotiations with, in each case, a third party that makes an unsolicited written bona fide acquisition proposal after the date of the merger agreement, in each case, if the Worldpay board has concluded in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that such proposal constitutes or could reasonably be expected to lead to a “superior proposal” (as defined in the merger agreement) and that the failure to take such action would be inconsistent with Worldpay directors’ fiduciary duties under applicable law;

 

   

the likelihood that the merger would be completed, including after consideration of the risks related to certain regulatory approvals which will be required to complete the transactions contemplated by the merger agreement; and

 

   

the right of Worldpay to receive the termination fee of $1 billion in the event that the merger agreement is terminated under certain circumstances, including in the event that Worldpay terminates the merger agreement because the FIS board no longer recommends that FIS shareholders vote “ FOR ” the FIS share issuance proposal.

The Worldpay board also considered a number of risks and uncertainties associated with the merger in connection with its deliberation of the merger, including, among others, the following (not necessarily in order of importance):

 

   

the fact that the FIS stock consideration is based on a fixed exchange ratio and the risk that the value of such consideration to be paid to Worldpay stockholders could decrease during the pendency of the merger, including between the time that the Worldpay stockholders vote to adopt and approve the merger agreement and the time that the merger is ultimately completed, as a result of a decrease in the market price of FIS common stock during that period;

 

   

the potential risks associated with achieving anticipated revenue and expense synergies and successfully integrating Worldpay’s business, operations and workforce with those of FIS;

 

   

the potential risk of diverting management attention and resources from the operation of Worldpay’s business during the pendency of the merger;

 

   

the risks of potential employee attrition or adverse effects on business and customer relationships as a result of the pending merger;

 

   

the risk that the requisite competition and regulatory approvals might not be obtained and, as a result, the merger may not be completed;

 

   

the risk that governmental entities may impose conditions on the combined company in connection with their review and approval of the transaction that may adversely affect the ability of the combined company to fully realize the expected benefits of the merger;

 

   

the terms of the merger agreement that restrict Worldpay’s abilities to operate its business outside of the ordinary course before the closing of the merger;

 

   

the risk that, if FIS pays Worldpay a termination fee pursuant to the merger agreement in certain circumstances following the termination of the merger agreement, such fee does not sufficiently compensate Worldpay for adverse effects arising out of such termination of the merger agreement;

 

   

the significant transaction, restructuring and integration costs expected to be incurred in connection with the merger;

 

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the fact that Worldpay would be required to recommend the adoption and approval of the merger to the Worldpay stockholders and not withdraw, change, qualify or modify in a manner adverse to FIS such recommendation, except in certain circumstances described in the section of this joint proxy statement/prospectus entitled “ The Merger Agreement—Change in Board Recommendation ;”

 

   

the fact that Worldpay will be subject to certain restrictions and limitations on its ability to solicit and respond to proposals from third parties with respect to alternative acquisitions, except in certain circumstances described above; and

 

   

the fact that Worldpay may be required to pay FIS a termination fee of $1 billion in the event that the merger agreement is terminated under certain circumstances, including in the event that FIS terminates the merger agreement because the Worldpay board no longer recommends that Worldpay stockholders vote “ FOR ” the Worldpay merger proposal, or in the event Worldpay enters into or consummates an alternative acquisition transaction within twelve months following the termination of the merger agreement under certain circumstances, and the fact that the potential obligation to pay such termination fee may dissuade interested third parties from approaching Worldpay regarding a potential acquisition transaction.

The Worldpay board considered all of the factors and concluded that the uncertainties, risks and potential negative factors relevant to the merger were outweighed by the potential benefits that it expected to achieve for Worldpay stockholders as a result of the merger.

The following discussion of the information and factors considered by the Worldpay board includes the principal factors considered by the Worldpay board, but is not intended to be exhaustive and may not include all of the factors considered by the Worldpay board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Worldpay board did not find it useful to and did not attempt to quantify, rank or otherwise assign relative or specific weights to these factors. Rather, the Worldpay board viewed its determination and recommendation as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Worldpay board may have given differing weights to different factors.

Opinion of Centerview, FIS’ Financial Advisor

On March 16, 2019, Centerview rendered to the FIS board its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid by FIS in the merger pursuant to the merger agreement was fair, from a financial point of view, to FIS.

The full text of Centerview’s written opinion, dated March 16, 2019, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the FIS board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction, and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to FIS of the merger consideration to be paid by FIS in the merger pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transaction and does not constitute a recommendation to any stockholder of FIS or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transaction or any other matter.

 

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The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

 

   

a draft of the merger agreement dated March 14, 2019, which we refer to as the draft merger agreement;

 

   

Annual Reports on Form 10-K of each of FIS and Worldpay for the years ended December 31, 2018, December 31, 2017 and December 31, 2016;

 

   

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of FIS and Worldpay;

 

   

certain publicly available research analyst reports for FIS and Worldpay;

 

   

certain other communications from FIS and Worldpay to their respective stockholders;

 

   

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Worldpay, furnished to Centerview by FIS for purposes of Centerview’s analysis, which we refer to as the Worldpay internal data;

 

   

certain financial forecasts, analyses and projections relating to Worldpay prepared by management of FIS and furnished to Centerview by FIS for purposes of Centerview’s analysis, which we refer to as the Worldpay forecasts;

 

   

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of FIS, including certain financial forecasts, analyses and projections relating to FIS, on both a stand-alone and pro-forma basis, which we refer to as the FIS forecasts, prepared by management of FIS and furnished to Centerview by FIS for purposes of Centerview’s analysis, and which we collectively refer to as the FIS internal data; and

 

   

certain cost savings and operating synergies projected by the management of FIS to result from the transaction furnished to Centerview by FIS for purposes of Centerview’s analysis, which we refer to as the projected synergies.

Centerview also participated in discussions with members of the senior management and representatives of FIS and Worldpay regarding their assessment of the Worldpay internal data, the Worldpay forecasts, the FIS internal data (including, without limitation, the FIS forecasts) and the projected synergies, as appropriate, and the strategic rationale for the transaction. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for FIS and Worldpay and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with FIS’ consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at FIS’ direction, that the Worldpay internal data, the Worldpay forecasts, the FIS internal data (including, without limitation, the FIS forecasts) and the projected synergies, were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of FIS and Worldpay, as applicable, as to the matters covered thereby and Centerview relied, at FIS’ direction, on the Worldpay internal data, the Worldpay forecasts, the FIS

 

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internal data (including, without limitation, the FIS forecasts) and the projected synergies for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Worldpay internal data, the Worldpay forecasts, the FIS internal data (including, without limitation, the FIS forecasts), the projected synergies or the assumptions on which they were based. In addition, at the direction of FIS, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Worldpay or FIS, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Worldpay or FIS. Centerview assumed, at the direction of FIS, that the final executed merger agreement would not differ in any respect material to Centerview’s analysis or opinion from the draft merger agreement reviewed by Centerview and that the representations and warranties made by each party to the merger agreement were and would be true and correct in all respects material to Centerview’s analysis. Centerview also assumed, at the direction of FIS, that the transaction would be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, would be imposed, the effect of which would be material to Centerview’s analysis or opinion. Centerview also assumed that the transaction would have the tax consequences described in discussions with, and materials furnished to Centerview by, representatives of FIS. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of FIS, Worldpay or any other person, or the ability of FIS, Worldpay or any other person to pay its obligations when they come due, or as to the impact of the transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview expressed no view as to, and Centerview’s opinion did not address, FIS’ underlying business decision to proceed with or effect the transaction, or the relative merits of the transaction as compared to any alternative business strategies or transactions that might be available to FIS or in which FIS might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to FIS of the consideration to be paid by FIS pursuant to the merger agreement. Centerview was not asked, nor did Centerview express any view on, and Centerview’s opinion did not address, any other term or aspect of the merger agreement or the transaction, including, without limitation, the structure or form of the transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any class of securities, creditors or other constituencies of FIS or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of FIS or any party, or class of such persons in connection with the transaction, whether relative to the merger consideration to be paid by FIS pursuant to the merger agreement or otherwise. Centerview’s opinion related in part to the relative value of FIS and Worldpay. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm Centerview’s opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview expressed no view or opinion as to any consequence that may result from the transaction, including as to the price at which FIS shares or Worldpay shares will trade at any time, including following the announcement or consummation of the transaction, or as to what the value of FIS shares actually will be when issued pursuant to the transaction. Centerview’s written opinion does not constitute a recommendation to any person as to how such person should vote or otherwise act with respect to the transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the

 

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information and assistance of the FIS board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared for and reviewed with the FIS board in connection with Centerview’s opinion, dated March 16, 2019. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of FIS or Worldpay. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of FIS, Worldpay or any other parties to the transaction. None of FIS, Worldpay, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of FIS or Worldpay do not purport to be appraisals or reflect the prices at which FIS or Worldpay may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 14, 2019 and is not necessarily indicative of current market conditions. For purposes of the financial analyses described below in this section, the term Adjusted EBITDA is described below in the sections entitled “ Certain Unaudited Prospective Financial Information—Certain Stand-Alone Worldpay Unaudited Prospective Financial Information Used by Centerview and Goldman Sachs ” and “ Certain Unaudited Prospective Financial Information—Certain Stand-Alone FIS Unaudited Prospective Financial Information Used by Centerview and Goldman Sachs ” beginning on pages [●] and [●].

Stand-Alone Worldpay Financial Analysis

Selected Comparable Public Company Analysis

Centerview reviewed and compared certain financial information, ratios and multiples for Worldpay to corresponding financial information, ratios and multiples for publicly traded companies that Centerview deemed comparable, based on its experience and professional judgment, to Worldpay, which we refer to as the selected Worldpay comparable companies.

 

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The selected Worldpay comparable companies consisted of:

Merchant Acquirers

Global Payments Inc.

Total System Services, Inc.

EVO Payments, Inc.

Core Processors

Fiserv, Inc. (pro forma for its announced acquisition of First Data)

Fiserv, Inc. (stand-alone)

Fidelity National Information Services, Inc.

Jack Henry & Associates, Inc.

High-Growth

Paypal Holdings, Inc.

Wirecard AG

Although none of the selected Worldpay comparable companies is directly comparable to Worldpay, these companies were selected by Centerview, among other reasons, because they are publicly traded companies in the financial services technology industry with certain operational and financial characteristics, which, for purposes of Centerview’s analyses, may be considered to be similar to those of Worldpay.

Using publicly available information obtained from SEC filings, publicly available Wall Street research, other publicly available information and closing stock prices as of March 14, 2019 (except in the case of Fiserv, Inc. stand-alone, for which Centerview used the closing stock price of January 15, 2019, the closing price immediately prior to the first day on which news of a potential transaction involving First Data Corporation was published), as well as the Worldpay projections, Centerview calculated, for each selected Worldpay comparable company and for Worldpay, the following ratios and multiples: (1) the price to earnings ratio for the 2019 and 2020 calendar years based on consensus analyst estimates (adjusted to exclude expenses related to stock-based compensation and amortization of acquired intangibles) and (2) enterprise value (calculated as the market value of fully diluted common equity with outstanding options treated with the treasury stock method plus the book value of debt and non-controlling interests, less cash and cash equivalents including investments in debt securities) of 2019 and 2020 calendar year estimated EBITDA (excluding stock-based compensation expense). Where applicable, the multiples were adjusted to account for certain events such as pending acquisitions and divestitures.

The results of this analysis for the Worldpay comparable companies are summarized below:

 

     Low      Median      High  

Merchant Acquirers

        

2019E Price / Earnings

     19.3x        22.0x        34.7x  

2020E Price / Earnings

     17.0x        18.9x        28.9x  

EV / 2019E EBITDA

     13.8x        16.0x        17.8x  

EV / 2020E EBITDA

     12.6x        14.5x        15.7x  

Core Processors

        

2019E Price / Earnings

     18.5x        21.3x        37.3x  

2020E Price / Earnings

     16.8x        18.2x        32.3x  

EV / 2019E EBITDA

     13.1x        15.1x        18.9x  

EV / 2020E EBITDA

     12.3x        13.6x        17.4x  

High-Growth

        

2019E Price / Earnings

     26.3x        30.4x        34.4x  

2020E Price / Earnings

     19.5x        24.0x        28.5x  

EV / 2019E EBITDA

     17.9x        20.7x        23.6x  

EV / 2020E EBITDA

     13.5x        16.6x        19.7x  

 

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Based on its experience and professional judgment, for purposes of its analysis Centerview selected a reference range of price to estimated 2019 earnings ratios of 21.0x to 25.0x, a reference range of price to estimated 2020 earnings ratios of 18.0x to 21.0x, a reference range of enterprise value to estimated 2019 EBITDA (excluding stock-based compensation expense) multiples of 16.0x to 20.0x and a reference range of enterprise value to estimated 2020 EBITDA multiples of 14.0x to 18.0x. However, because none of the selected companies is exactly the same as Worldpay, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected company analysis. Accordingly, in selecting these reference ranges, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of Worldpay and the selected Worldpay comparable companies that could affect the public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the adjusted EPS multiple reference ranges to Worldpay’s calendar year 2019 and 2020 estimated adjusted EPS (excluding stock-based compensation expense) as set forth in the Worldpay forecasts to derive ranges of implied values per share of Worldpay Class A common stock. Centerview also applied the Adjusted EBITDA multiple reference ranges to Worldpay’s calendar year 2019 and 2020 estimated Adjusted EBITDA (excluding stock-based compensation expense) as set forth in the Worldpay forecasts to derive ranges of implied enterprise values for Worldpay. Centerview subtracted from each of these ranges of implied enterprise values the face value of Worldpay’s net debt (including non-controlling interest) as of December 31, 2018 as set forth in the Worldpay internal data to derive a range of implied equity values for Worldpay. Centerview then divided these implied equity values by the number of fully-diluted outstanding shares of Worldpay Class A common stock as of March 14, 2019 as set forth in the Worldpay internal data to derive a range of implied values per share of Worldpay Class A common stock.

The results of this analysis, rounded to the nearest $0.25, are summarized below:

 

Valuation Metric (1)

  Implied
Share Price
 

2019 Estimated Adjusted EPS

  $ 96.50 – 115.00  

2020 Estimated Adjusted EPS

  $ 97.25 – 113.50  

2019 Enterprise Value / Estimated Adjusted EBITDA

  $ 82.75 – 109.75  

2020 Enterprise Value / Estimated Adjusted EBITDA

  $ 82.75 – 113.50  

 

(1)

Excludes stock-based compensation expense.

Centerview then compared these ranges to the value of the merger consideration of $111.10 per share of Worldpay Class A common stock implied by the sum of (i) the stock consideration calculated as the product of the exchange ratio of 0.9287 and the closing price of FIS common stock on March 14, 2019 and (ii) the $11.00 per share cash consideration to be paid in the merger.

Selected Transactions Analysis

Centerview analyzed certain information relating to selected transactions in the financial services technology industry in the past five years that Centerview deemed, based on its experience and professional judgement, to be comparable to Worldpay and the transaction.

 

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The selected transactions consisted of:

 

A