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SEC Filings

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


Description

(in millions)

  

Note

   Amount  

Pro forma financing adjustments:

     

Commercial paper program

   (i)    $ 1,900  
     

 

 

 

Pro forma financing adjustment to short-term borrowings

      $ 1,900  
     

 

 

 

Senior Notes

   (ii)    $ 7,500  

Less: Capitalized debt issuance costs of Senior Notes

   (ii)      (50
     

 

 

 

Pro forma financing adjustment to long-term debt, excluding current portion

      $ 7,450  
     

 

 

 

Pro forma acquisition adjustments:

     

Repayment of Worldpay debt

     

Pro forma acquisition adjustment to accrued interest

   (iii)    $ (8

Pro forma acquisition adjustment to current portion of long-term debt

   (iii)      (219

Pro forma acquisition adjustment to long-term debt, excluding current portion

   (iii)      (5,556

 

  (i)

For purposes hereof, FIS has assumed that it will utilize $1.9 billion under the commercial paper program.

  (ii)

For purposes hereof, FIS has assumed that it will issue $7.5 billion in aggregate principal amount of the Senior Notes. There are approximately $50 million of debt issuance costs expected to be incurred in connection with the $7.5 billion assumed principal amount of Senior Notes.

  (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 $5,775 million is therefore removed ($5,815 million aggregate principal amount outstanding net of $40 million unamortized debt issuance costs), comprising current portion of long-term debt of $219 million and noncurrent portion of long-term debt of $5,556 million. In addition, approximately $8 million of accrued interest outstanding at March 31, 2019 related to the Worldpay debt is removed.

 

(e)

Reflects an adjustment to other noncurrent assets and deferred income taxes based on the following:

 

Description

(in millions)

  

Note

   Amount  

Removal of Worldpay’s deferred tax asset—partnership basis

   (i)    $ (1,253

Removal of Worldpay’s historical customer incentives

   (ii)      (76
     

 

 

 

Pro forma acquisition adjustment to other noncurrent assets

      $ (1,329
     

 

 

 

Deferred income tax liability on fair value step-up of intangible assets

   (iii)    $ 1,415  
     

 

 

 

Pro forma acquisition adjustment to deferred income taxes

      $ 1,415  
     

 

 

 

 

  (i)

A portion of Worldpay’s deferred tax assets as of March 31, 2019 is related to a partnership tax basis adjustment created prior to the termination of the partnership in the first quarter of 2019. Upon termination, this tax basis converted to inside tax basis in excess of inside book basis. Post-merger, Worldpay’s inside book basis will be in excess of its inside tax basis. Therefore, this pro forma adjustment removes Worldpay’s historical deferred tax asset related to the partnership basis of approximately $1,253 million. FIS will still receive the benefit of this tax basis over time as the related tax asset is amortized.

  (ii)

This pro forma adjustment represents the removal of Worldpay historical customer incentives, which do not qualify for recognition as assets under the acquisition method of accounting.

  (iii)

Reflects a deferred income tax liability resulting from the preliminary fair value adjustment to intangible assets. The estimate of the deferred tax liability was determined based on the book and tax basis difference using an estimated blended statutory income tax rate of 21%. This estimate of the deferred income tax liability is preliminary and is subject to change based upon FIS’ final determination of the fair values of identifiable intangible assets acquired by jurisdiction.

 

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