Fidelity National Information Services, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 12, 2007
Fidelity National Information Services, Inc.
(Exact Name of Registrant as Specified in Charter)
1-16427
(Commission File Number)
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Georgia
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37-1490331 |
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification Number) |
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601 Riverside Avenue
Jacksonville, Florida
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32204 |
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(Address of principal executive offices)
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(Zip code) |
Registrants Telephone Number, Including Area Code: (904) 854-8100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
To the extent that such agreements constitute material definitive agreements, the descriptions
of the terms of Amendment No. 1 and the Joinder (each of which is defined below) included in the
text of Item 2.01 are incorporated into this Item 1.01 by this reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 12, 2007, Fidelity National Information Services, Inc., a Georgia corporation
(FIS), completed its acquisition of eFunds Corporation, a Delaware corporation
(eFunds). Pursuant to the Agreement and Plan of Merger (the Merger Agreement)
dated as of June 26, 2007, among FIS, Agamemnon Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of FIS (Merger Sub), and eFunds, Merger Sub was merged with and
into eFunds and eFunds continued as the surviving entity and a wholly-owned subsidiary of FIS (the
Merger). The issued and outstanding shares of eFunds common stock, par value $0.01 per
share (other than shares held by eFunds, FIS or any of their subsidiaries or shares as to which
appraisal rights were validly exercised) were converted into the right to receive $36.50 per share
in cash from FIS.
More detailed descriptions of the Merger and the Merger Agreement are set forth in the
definitive proxy statement filed by eFunds with the SEC in connection with the Merger on August 10,
2007. The foregoing summary of the Merger Agreement is not complete and is qualified in its
entirety by reference to the text of the Merger Agreement, which was included as Exhibit 2.1 to
eFunds Current Report on Form 8-K filed with the SEC on June 28, 2007.
FIS funded the $1.8 billion purchase price with a combination of cash on hand and long-term
debt in the form of a new $1.6 billion tranche of term loans denominated in U.S. Dollars (the
Term Loan B) added to the existing credit facility of FIS under the Credit Agreement
dated as of January 18, 2007 (the Credit Agreement), among FIS, JPMorgan Chase Bank,
N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the Agent),
Bank of America, N.A., as Swing Line Lender, and other financial institutions party thereto.
Pursuant to Amendment No. 1 to Credit Agreement (Amendment No. 1), the Credit Agreement
was amended effective September 12, 2007, to permit an increase in uncommitted incremental loans
from $600 million to $2.1 billion (the Uncommitted Incremental Loans). Also on September
12, 2007, FIS, along with the Agent and certain lenders (the Joinder Lenders), entered
into a Joinder Agreement (the Joinder), which allocated $1.6 billion of the Uncommitted
Incremental Loans to the creation of the committed Term Loan B provided by the Joinder Lenders.
The Credit Agreement, as amended by Amendment No. 1 and the Joinder, is referred to as the
Amended Credit Facility.
Substantially all of the domestic subsidiaries of FIS (other than the subsidiaries of eFunds) (the
Subsidiary Guarantors) jointly and severally guaranteed the obligations of FIS under the
Amended Credit Facility. Additionally, FIS and all of the Subsidiary Guarantors other than eFunds
pledged certain equity interests they held in other entities (including certain of the direct and indirect
subsidiaries of FIS) as collateral security for the obligations of FIS under the Amended Credit
Facility (including the Term Loan B) and the obligations of the Subsidiary Guarantors
under their guarantee. The pledge also serves to equally and ratably secure the obligations
of FIS under FISs outstanding 4.75% notes due 2008.
The Term Loan B will mature on January 18, 2014 and bear interest at a rate chosen by FIS of
an applicable margin (which is greater than that applicable to the other loans under the Amended
Credit Facility) plus either: (i) the greater of (x) the prime interest rate announced by JPMorgan
Chase Bank and (y) the federal funds effective rate plus 0.5%; or (ii) adjusted LIBOR. As a result
of the additional leverage incurred in connection with the eFunds acquisition, the applicable
margin with respect to FISs existing loans under the Amended Credit Facility (excluding the Term
Loan B) increased by 37.5 basis points. The principal balance of the Term Loan B is repayable in
quarterly installments of $4,000,000 beginning on December 31, 2007.
The Amended Credit Facility (including the Term Loan B) remains subject to customary
affirmative, negative and financial covenants included in the Amended Credit Facility, including,
among other things, limits on the creation of liens, limits on the incurrence of indebtedness,
restrictions on investments and dispositions, limitations on dividends and other restricted
payments, a minimum interest coverage ratio and a maximum leverage ratio. Upon an event of default
under the Amended Credit Facility, the Administrative Agent can accelerate the maturity of all
amounts borrowed under the Amended Credit Facility (including the Term Loan B). Events of default
include the failure to pay principal and interest in a timely manner and breach of certain
covenants.
The foregoing does not constitute a complete summary of the terms of the Amended Credit
Facility, Amendment No. 1 or the Joinder, and reference is made to the complete texts of the Credit
Agreement, which is included as Exhibit 10.1 to FISs Current Report on Form 8-K filed with the SEC
on January 19, 2007, Amendment No. 1, which is filed as Exhibit 10.1 hereto, and the Joinder, which
is filed as Exhibit 10.2 hereto, all of which are incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The text of Item 2.01, which describes the Term Loan B received by FIS to fund the eFunds
acquisition, is incorporated into this Item 2.03 by this reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To the extent required by this item, the financial statements of the business acquired by FIS will be filed by an amendment to this Current Report on Form 8-K within the time period
required under Item 9.01(a)(4) of Form 8-K.
(b) Pro Forma Financial Information.
To the extent required by this item, pro forma financial information will be filed by an
amendment to this Current Report on Form 8-K within the time period required by Item 9.01(b)(2) of
Form 8-K.
(d) Exhibits.
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Exhibit No. |
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2.1
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Agreement and Plan of Merger dated as of June 26, 2007, by and among
Fidelity National Information Services, Inc., Agamemnon Merger Corp.
and eFunds Corporation (incorporated by reference to eFunds
Corporations current report on Form 8-K filed on June 28, 2007, File
Number 1-31951, as Exhibit 2.1).* |
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10.1
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Amendment No. 1 to Credit Agreement dated July 30, 2007, among
Fidelity National Information Services, Inc., the lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line
Lender. |
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10.2
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Joinder Agreement dated as of September 12, 2007 among Fidelity
National Information Services, Inc., the lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent. |
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* |
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Contents of the disclosure letter prepared in connection with the Merger Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. FIS will furnish a copy of the
disclosure letter to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
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Fidelity National Information Services, Inc.
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Dated: September 18, 2007 |
By: |
/s/ Todd C. Johnson
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Todd C. Johnson |
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Senior Vice President and Corporate Secretary |
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Exhibit Index
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Exhibit No. |
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2.1
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Agreement and Plan of Merger dated as of June 26, 2007, by and among
Fidelity National Information Services, Inc., Agamemnon Merger Corp.
and eFunds Corporation (incorporated by reference to eFunds
Corporations current report on Form 8-K filed on June 28, 2007, File
Number 1-31951, as Exhibit 2.1).* |
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10.1
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Amendment No. 1 to Credit Agreement dated July 30, 2007, among
Fidelity National Information Services, Inc., the lenders party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line
Lender. |
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10.2
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Joinder Agreement dated as of September 12, 2007 among Fidelity
National Information Services, Inc., the lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent. |
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* |
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Contents of the disclosure letter prepared in connection with the Merger Agreement have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. FIS will furnish a copy of the disclosure letter to the SEC upon request. |