FIS - Fidelity National Information Services Inc.

04/21/2025 | Press release | Distributed by Public on 04/21/2025 05:03

Material Agreement (Form 8-K)

Item 1.01.

Entry Into a Material Definitive Agreement.

On April 17, 2025, Fidelity National Information Services, Inc. ("FIS") entered into a transaction agreement (the "FIS Transaction Agreement") with Global Payments Inc. ("Global Payments"), Total System Services LLC (the "Purchased Entity"), and Worldpay Holdco, LLC ("Worldpay").

Upon the terms and subject to the conditions set forth in the FIS Transaction Agreement, FIS has agreed to purchase from Global Payments its Issuer Solutions business (the "Issuer Solutions Business"), through the acquisition of 100% of the issued and outstanding equity interests of the Purchased Entity (the "Issuer Solutions Sale", and the consummation of the transactions contemplated by the FIS Transaction Agreement, the "Closing") for an enterprise value of $13.5 billion, subject to customary adjustments for closing levels of working capital, cash and debt of the Purchased Entity and its subsidiaries (the "Issuer Purchase Price"). As consideration for the Issuer Solutions Sale, FIS has agreed to (i) sell to Global Payments all of its equity interests in Worldpay, and (ii) pay the remainder of the Issuer Purchase Price in cash.

Concurrently with the execution and delivery of the FIS Transaction Agreement, Global Payments entered into a transaction agreement, dated as of April 17, 2025 (the "GTCR Transaction Agreement"), with Worldpay, GTCR W Aggregator LP, a Delaware limited partnership ("GTCR") and certain other parties signatory thereto, pursuant to which Global Payments has agreed to acquire 100% of the issued and outstanding equity interests of Worldpay that are not owned by FIS.

The aggregate purchase price for the acquisition of Worldpay (the "Worldpay Purchase Price") pursuant to the FIS Transaction Agreement and the GTCR Transaction Agreement is based on a Worldpay enterprise value of $24.25 billion, and is subject to customary adjustments for closing levels of working capital, cash and debt of Worldpay. FIS and GTCR have agreed to allocate the net proceeds from the Worldpay Purchase Price inclusive of a control premium to GTCR. After taking into account the foregoing allocation, FIS expects its pre-taxportion of the Worldpay Purchase Price to be approximately $6.6 billion, with such figure subject to change based on actual closing levels of working capital, cash and debt of Worldpay.

The consummation of the transactions contemplated by the FIS Transaction Agreement (the "Transaction") and the GTCR Transaction Agreement are cross-conditioned such that the FIS Transaction Agreement will be automatically terminated if the GTCR Transaction Agreement is terminated prior to the Closing. The consummation of the Transaction is also subject to customary mutual closing conditions, including (i) the receipt of certain required regulatory clearances and approvals in the U.S. and other jurisdictions under applicable antitrust, foreign direct investment and financial services laws and regulations, (ii) the absence of any judgment or law preventing or prohibiting the Closing, and (iii) the completion of a pre-Closingrestructuring by Global Payments such that the Purchased Entity holds, directly or indirectly, the assets and liabilities constituting the business, operations and activities of the Issuer Solutions Business. Each party's obligation to consummate the Transaction is also subject to (i) the accuracy of the other party's representations and warranties contained in the FIS Transaction Agreement (subject, with specified exceptions, to materiality or "Material Adverse Effect" standards), (ii) the other party's performance of its covenants and agreements in the FIS Transaction Agreement in all material respects, and (iii) in the case of FIS, the absence of any material adverse effect on the Issuer Solutions Business, and in the case of Global Payments, the absence of any material adverse effect on Worldpay (in each case, as such concepts are defined in the FIS Transaction Agreement).

Each party is required under the FIS Transaction Agreement to use reasonable best efforts to obtain all regulatory approvals required to be obtained in connection with the Transaction, and FIS and Global Payments are required to take all action necessary to avoid or eliminate any legal impediments to enable the Closing to occur as soon as reasonably practicable, subject to certain limitations as set forth in the FIS Transaction Agreement.

The FIS Transaction Agreement contains customary representations, warranties and covenants relating to Global Payments and the Issuer Solutions Business, FIS and Worldpay, including covenants related to the operation of the Issuer Solutions Business by Global Payments and the operation of Worldpay by FIS prior to the Closing. The representations, warranties and pre-Closingcovenants of the parties will not survive the Closing. FIS and Global Payments have agreed to indemnify each other for customary matters including breaches of post-Closing covenants and losses arising out of assumed liabilities and retained liabilities, as applicable.

The FIS Transaction Agreement contains certain termination rights for both FIS and Global Payments, including the right to terminate the FIS Transaction Agreement if Closing does not occur by April 16, 2026, subject to two 6-monthextensions if necessary to allow for the satisfaction of the regulatory closing conditions. The foregoing description of the FIS Transaction Agreement is not complete and is qualified in its entirety by reference to the FIS Transaction Agreement, a copy of which is attached to this Current Report on Form 8-K(this "Current Report") as Exhibit 2.1 and is incorporated herein by reference.

The representations, warranties and covenants set forth in the FIS Transaction Agreement have been made only for the purposes of the FIS Transaction Agreement and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the FIS Transaction Agreement instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the FIS Transaction Agreement may change after the date of the FIS Transaction Agreement. Accordingly, the FIS Transaction Agreement is included with this Current Report only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding FIS, its subsidiaries or its or their respective businesses or any other parties to the Transaction as of the date of the FIS Transaction Agreement or as of any other date.

Item 8.01

Other Events.

Debt Commitment Letter

On April 17, 2025, in connection with entry into the FIS Transaction Agreement, FIS entered into a commitment letter (the "Commitment Letter")with Goldman Sachs Bank USA , Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (the "Lenders"), pursuant to which the Lenders have committed to provide a 364-daysenior unsecured bridge term loan facility (the "Bridge Facility"), in an aggregate principal amount of up to $8 billion, subject to customary conditions, including the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter. FIS will pay customary fees and expenses in connection with obtaining the Bridge Facility. The proceeds of Bridge Facility are permitted to be used to finance a portion of the consideration payable by FIS and its subsidiaries under the FIS Transaction Agreement and to pay costs, fees and expenses in connection with the Bridge Facility and the Transaction. FIS currently expects to replace the Bridge Facility prior to the Closing with permanent financing, which may include the issuance of debt securities. The consummation of the Transaction is not subject to any financing condition.

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