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


4. Adjustments to the unaudited pro forma condensed combined balance sheet

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

 

(a)

Reflects the sources and uses of funds relating to the merger as follows:

 

Description   

Note

   Amount  
(in millions)            

Pro forma financing adjustments:

     

Proceeds from Senior Notes

   (i)    $ 7,450  

Proceeds from commercial paper program

   (i)      1,900  
     

 

 

 
      $ 9,350  
     

 

 

 

Pro forma acquisition adjustments:

     

Cash consideration paid to Worldpay shareholders

   (ii)    $ (3,424

Repayment of Worldpay debt

   (iii)      (5,823

Cash paid for transaction costs

   (iv)      (82
     

 

 

 
      $ (9,329
     

 

 

 

 

  (i)

To fund amounts payable in connection with the merger, FIS has assumed for the purposes hereof that the new FIS permanent financing will include $7.5 billion aggregate principal of Senior Notes and approximately $1.9 billion of borrowings under its existing commercial paper program. The proceeds for the Senior Notes above are net of estimated debt issuance costs of approximately $50 million.

  (ii)

At the effective time, Worldpay holders of Class A common stock will be entitled to receive $11.00 in cash per each outstanding share of Worldpay Class A common stock.

  (iii)

Worldpay’s existing Term A Loans, Term B Loans and revolving credit facility are required to be repaid in connection with the merger. Based on the amounts of Worldpay debt reflected as outstanding on the Worldpay balance sheet as of March 31, 2019, a total of $5,815 million aggregate principal amount is to be repaid. In addition, accrued interest of approximately $8 million associated with the Worldpay debt is to be paid in connection with such repayment. Amounts outstanding under the various Worldpay debt arrangements will change between the date of the Worldpay balance sheet as of March 31, 2019 used for purposes of these unaudited pro forma condensed combined financial statements and the closing date. Accordingly, the amount of Worldpay debt actually repaid on the closing date may differ from the amount to be repaid as of the date of these unaudited pro forma condensed combined financial statements.

  (iv)

Reflects estimated cash paid for transaction costs to be incurred by FIS and Worldpay.

 

(b)

Reflects an adjustment to intangible assets, net based on a preliminary fair value assessment:

 

Description   

Note

   Amount  
(in millions)            

Fair value of intangible assets acquired

   (i)    $ 10,500  

Removal of Worldpay historical intangible assets

        (2,939
     

 

 

 

Pro forma adjustment to intangible assets, net

        7,561  
     

 

 

 

Pro forma adjustment to remove Worldpay historical internally developed computer software assets

   (i)      (675

Pro forma adjustment to remove Worldpay historical deferred contract costs

   (ii)      (74

 

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