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SEC Filings

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


(f)

Reflects an adjustment to FIS and Worldpay equity based on the following:

 

Description

(in millions)

  

Note

   Amount  

Fair value of common stock issued to the sellers

   (i)    $ 34,050  

Acquisition related transaction costs

   (ii)      (82
     

 

 

 

Pro forma adjustments to Total FIS equity

      $ 33,968  
     

 

 

 

Pro forma adjustment to remove Worldpay’s historical shareholder’s equity

      $ (10,602
     

 

 

 

 

  (i)

As disclosed in Note 3 the estimated value of FIS common shares to be issued pursuant to the merger agreement is approximately $34.0 billion.

  (ii)

Represents estimated transaction costs to be incurred by FIS and Worldpay.

5. Adjustments to the unaudited pro forma condensed combined statement of earnings

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

 

(a)

In the unaudited pro forma condensed combined balance sheet, other noncurrent assets specifically related to incentives paid to customers were removed as they do not qualify for recognition as assets under the acquisition method of accounting. Therefore, this adjustment to revenue represents the removal of amortization related to these assets recorded in the historical Worldpay statement of income for the three months ended March 31, 2019 and the year ended December 31, 2018.

 

(b)

The following tables include adjustments to the unaudited pro forma condensed combined statement of earnings for cost of revenue, selling, general and administrative expenses and other income (expense), net. The newly acquired intangible assets have been amortized based on estimated useful lives ranging from 5 to 10 years. Pro forma amortization expense includes amortization expense for the newly identified intangible assets, including customer relationships, trade names and technology, less the amortization expense on Worldpay’s historical intangible assets, including internally developed software and deferred contract costs. FIS is still in the process of evaluating the fair value of the intangible assets. Any resulting change in the fair value would have a direct impact to amortization expense, which could be material. For selling, general and administrative expenses, the one-time transaction costs of approximately $121 million for the year ended December 31, 2018 related to the acquisition of Worldpay Group plc were also removed. One-time transactions costs of $13 million incurred by FIS and $7 million incurred by Worldpay in connection with the merger for the three months ended March 31, 2019 were removed. For other income (expense), net, the one-time transaction cost of approximately $32 million of financing fees related to the bridge facility commitment letter that were incurred by FIS for the three months ended March 31, 2019 were also removed.

 

Description

   Estimated
Fair Value
     Estimated
Useful Life
     Three
Months
Ended
March 31,
2019
     Year Ended
December 31,
2018
 
(in millions)                            

Cost of revenue—amortization expense for intangible assets

   $ 10,500        5-10 years      $ 272      $ 1,088  

Less: Cost of revenue—historical Worldpay intangible amortization

           (187      (778

Less: Cost of revenue—historical Worldpay internally developed software amortization

           (43      (166

Less: Cost of revenue—historical Worldpay deferred contract costs amortization

           (5      (15
        

 

 

    

 

 

 

Net pro forma amortization adjustment to cost of revenue

         $ 37      $ 129  
        

 

 

    

 

 

 

 

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