United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
June 6, 2008
Fidelity National
Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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| Georgia |
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58-2606325 |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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| 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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
At its Investor Day conference on May 28, 2008, Fidelity National Information Services, Inc. (the
“Company” or “FIS”) provided financial guidance for 2008-2011 with respect to consolidated FIS and
its wholly-owned subsidiary, Lender Processing Services, Inc. (“LPS”), which FIS has previously
announced will be spun off to FIS shareholders. This guidance can be found in the Company’s
current report on Form 8-K filed on May 28, 2008. In Item 8.01 below, FIS discloses certain
information recently provided to the Company by Bank of America with respect to the scope of
services that LPS will provide to Bank of America assuming completion of Bank of America’s merger
with Countrywide Financial Corporation. After considering the
potential impact of this information on its operations and financial
performance, the Company reaffirms
its previous guidance for both FIS and LPS.
Item 8.01 Other Events
Fidelity National Information Services, Inc. (the “Company”) today announced the offering by
certain selling securityholders of $400 million aggregate principal amount of senior notes due 2016
(the “Notes”) of the Company’s subsidiary, Lender Processing Services, Inc. (“LPS”). LPS is the new
holding company for the Company’s lender processing services operations, which, as previously
announced, the Company intends to distribute to its stockholders in a tax free spin-off. The Notes
will initially be issued by LPS to the Company in exchange for the contribution of lender
processing assets, and then exchanged by the Company for certain of the Company’s existing bank
debt with the holders thereof (the “Selling Noteholders”). The Selling Noteholders intend to offer
the Notes for sale to qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. The Company’s related press release is
attached as Exhibit 99.1.
In the
offering memorandum prepared in connection with the Notes offering,
LPS discloses that Bank of America has informed the Company, assuming completion of Bank of America’s merger with
Countrywide Financial Corporation, that it is leaning towards phasing out the mortgage processing
and appraisal services that LPS provides to Bank of America and instead obtaining these services
internally. These services together generated approximately 1.4% of FIS consolidated and 4% of LPS
revenue in 2007. If this decision becomes final, the Company anticipates that a mortgage
processing conversion would take from 12 to 30 months after completion of the merger. The Company
has not received any formal notice of termination from Bank of America or been involved in any
discussions with them about the mechanics or planning of a mortgage processing or appraisal
conversion. It is possible that Bank of America could decide to continue its mortgage processing
with LPS (due to greater efficiencies and cost savings LPS may provide as a result of its higher
volumes, or due to other factors) or to continue its appraisal services with LPS (due to
ramifications from the new appraisal Code of Conduct entered into by Fannie Mae and Freddie Mac or
other factors), although no assurance can be given in this regard. The Company is in senior-level
discussions with Bank of America about the scope of services LPS will provide to them following completion of such
merger and Bank of America has communicated its willingness to work with LPS to potentially expand
revenue opportunities in other areas that may offset any phase-out of the mortgage processing and
appraisal services.
Forward-Looking Statements
This current report on Form 8-K contains statements related to future events and expectations, and
as such, constitute forward-looking statements. These forward-looking statements are subject to
known and unknown risks, uncertainties and other factors that may cause actual results, performance
or achievements of the company to be different from those expressed or implied above. FIS expressly
disclaims any duty to update or revise forward-looking statements. The risks and uncertainties
which forward-looking statements are subject to include, but are not limited to, the effects of
governmental regulations, the economy, competition, the effects of FIS’s substantial leverage,
which may limit the funds available to make acquisitions and invest in its business, the risk of
reduction in revenue from the elimination of existing and potential customers due to consolidation
in the banking, retail and financial services industries, including, risks related to potential
loss of revenue related to the merger of Bank of America and Countrywide Financial Corporation,
potential overdependence on a limited number of customers due to consolidation in the banking,
retail and financial services industries, the risk of a downturn in the level of real estate
activity, which would adversely affect certain of FIS’s businesses, failure to adapt to changes in
technology or in the marketplace, the possibility that the spin-off of LPS will not be completed or
not be beneficial to the companies and their shareholders and other risks detailed from time to
time in its Form 10-K and other reports and filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release dated June 6, 2008