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425
FIDELITY NATIONAL INFORMATION SERVICES, INC. filed this Form 425 on 05/13/2019
Entire Document
 


Worldpay, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

From time to time, the Company enters into repurchase addendums providing for the early settlement of certain obligations either through direct purchase or the granting of call and put options. The following table presents the Company’s TRA settlements and the impact of these settlements on the Company’s Consolidated Statements of Financial Position (in millions):

 

TRA

   Settlement Date    Cash Buyout
Payment
    Balance Sheet
Obligation Prior to
Settlement
     Deferred Taxes
and Other
     Net Gain Recorded
in Equity
 

Fifth Third 2018 call/put options

   2018    $ (107.4   $ 145.9      $ 9.5      $ 29.0  

Mercury

   June 2018      (38.0     38.0        —          —    

Fifth Third 2017 call/put options

   2017      (63.4     157.6        34.4        59.8  

Mercury

   June 2017      (38.1     38.1        —          —    

Fifth Third

   July 2016      (116.3     330.7        84.1        130.3  

Mercury

   June 2016      (41.4     41.4        —          —    

The Company was granted call options (collectively, the “Fifth Third Call Options”) pursuant to which certain additional obligations of the Company under the Fifth Third TRA would be terminated and settled in consideration for cash payments. The Company has exercised all available options and has no outstanding Fifth Third Call Options remaining as of December 31, 2018.

During 2015, the Company entered into the Mercury TRA Addendum with each of the pre-acquisition owners of Mercury (“Mercury TRA Holders”). The Company has exercised all previous eligible options. The Company has one remaining option that can be exercised beginning December 1st 2018, and ending June 30th 2019, pursuant to which certain additional obligations of the Company under the Mercury TRA would be terminated in consideration for a cash payment of $43.0 million. In the unlikely event the Company does not exercise the relevant Mercury Call Option, the Mercury TRA Holders are granted put options to terminate these obligations in consideration for cash payments with similar amounts to the Mercury Call Options.

The Company’s President, Integrated Payments, is a Mercury TRA Holder. Pursuant to the payments under the Mercury TRA Addendum, this individual is entitled to receive as much as $2.8 million.

Except to the extent the Company’s obligations under the Mercury TRA and the Fifth Third TRA have been terminated and settled in full in accordance with the terms of the Mercury TRA and Fifth Third TRA Addendums, the Mercury TRA and the Fifth Third TRA will remain in effect, and the parties thereto will continue to have all rights and obligations thereunder.

All TRA obligations are recorded based on the full and undiscounted amount of the expected future payments, except for the Mercury TRA which represents contingent consideration relating to an acquired business, and is recorded at fair value for financial reporting purposes (see Note 15—Fair Value Measurements). The following tables reflect TRA activity and balances for the years ended December 31, 2018, 2017 and 2016 (in millions):

 

     Balance as of
December 31, 2015
     2016 TRA
Payment
    2016 TRA
Settlements
    2016 Secondary
Offering
     Change in Value      Balance as of
December 31, 2016
 

TRA with Fifth Third Bank

   $ 833.1      $ (31.2   $ (330.7   $ 171.2      $ —        $ 642.4  

Mercury TRA

     191.2        (22.3     (41.4     —          19.5        147.0  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ 1,024.3      $ (53.5   $ (372.1   $ 171.2      $ 19.5      $ 789.4  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

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