FIS Reports Material Agreement, Asset Deal, Officer Comp Changes

TL;DR

**FIS just dropped an 8-K about a big deal, asset changes, and officer pay, so watch for strategic shifts.**

AI Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on February 1, 2024, reporting events from January 30, 2024. This filing indicates the company's entry into a material definitive agreement, completion of an acquisition or disposition of assets, and changes in compensatory arrangements for certain officers. For investors, this matters because significant agreements and asset changes can impact future revenue, expenses, and strategic direction, while officer compensation changes might signal shifts in executive incentives or performance expectations.

Why It Matters

This filing signals strategic shifts for FIS, potentially impacting its financial health and future growth prospects through new agreements, asset reconfigurations, and executive incentives.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreements, asset changes, officer compensation) without providing specific details, creating uncertainty about their financial impact.

Analyst Insight

A smart investor would monitor subsequent filings and earnings calls from Fidelity National Information Services, Inc. for specific details on the material definitive agreement and asset changes, as these will clarify the financial impact and strategic direction. Pay close attention to any commentary on the rationale behind these moves and their expected contribution to future performance.

Key Players & Entities

• Fidelity National Information Services, Inc. (company) — the registrant filing the 8-K
• January 30, 2024 (date) — date of the earliest event reported in the 8-K
• February 1, 2024 (date) — date the 8-K was filed
• 001-16427 (other) — Commission File Number for FIS

Forward-Looking Statements

• FIS will provide more details on the 'Material Definitive Agreement' and 'Acquisition or Disposition of Assets' in future filings or earnings calls. (Fidelity National Information Services, Inc.) — high confidence, target: Q1 2024 Earnings Call
• The changes in 'Compensatory Arrangements of Certain Officers' will be detailed in an upcoming proxy statement. (Fidelity National Information Services, Inc.) — medium confidence, target: April 2024

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FIS New York Stock Exchan
• $18.5 b — the Business at an enterprise value of $18.5 billion, including $1.0 billion of consid
• $1.0 billion — prise value of $18.5 billion, including $1.0 billion of consideration contingent on the retu
• $12 b — by FIS at the closing were greater than $12 billion, net of estimated closing adjustm

Filing Documents

• d761353d8k.htm (8-K) — 67KB
• d761353dex22.htm (EX-2.2) — 37KB
• d761353dex991.htm (EX-99.1) — 19KB
• d761353dex992.htm (EX-99.2) — 143KB
• g761353g0201080052597.jpg (GRAPHIC) — 2KB
• 0001193125-24-021392.txt ( ) — 509KB
• fis-20240130.xsd (EX-101.SCH) — 6KB
• fis-20240130_def.xml (EX-101.DEF) — 16KB
• fis-20240130_lab.xml (EX-101.LAB) — 29KB
• fis-20240130_pre.xml (EX-101.PRE) — 18KB
• d761353d8k_htm.xml (XML) — 15KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated balance sheet as of September 30, 2023 of the Company and the unaudited pro forma condensed consolidated statement of earnings (loss) for the years ended December 31, 2022, 2021 and 2020, in each case reflecting the impact of the Transaction is filed as Exhibit 99.2 hereto and is incorporated herein by reference. No unaudited pro forma consolidated statement of earnings for the nine months ended September 30, 2023 reflecting the impact of the Transaction has been presented as the Company began reporting the results of the Business in discontinued operations in the third quarter of the fiscal year 2023 and the assets and liabilities of the Business were reported as held-for-sale as of September 30, 2023 in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023. (d) Exhibits Exhibit No. Description 2.1 Purchase and Sale Agreement, dated as of July 5, 2023, by and among Fidelity National Information Services, Inc., New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC, and GTCR W-2 Merger Sub LLC (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 11, 2023)* 2.2 Amendment No. 1 to Purchase and Sale Agreement, dated as of January 30, 2024, by and among Fidelity National Information Services, Inc., New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC, and GTCR W-2 Merger Sub LLC* 99.1 Press Release, dated February 1, 2024 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of FIS 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished with the Securities and Exchange Commission upon request.

Forward-Looking Statements

Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of the U.S. federal securities laws. Statements that are not historical facts, as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. Forward-looking statements include statements about anticipated financial outcomes, including any earnings guidance or projections, projected revenue or expense synergies or dis-synergies, business and market conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of the Company, the Company's sales pipeline and anticipated profitability and growth, plans, strategies and objectives for future operations, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the sale of a majority stake in the Merchant Solutions business or any agreements or arrangements entered into in connection with such transaction, the expected financial and operational results of the Company, and expectations regarding the Company's business or organization after the separation of Worldpay. Forward-looking statements may be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "will," "should," "could," "would," "project," "continue," "likely," and similar expressions, and include statements reflecting future results or guidance, statements of outlook and various accruals and estimates. These statements relate to future events and our future results and involve a number of risks and uncertainties. Forward-looking statements are based on management's beliefs as well as assumptions made by, and information currently available to, management. Actual results, performance or achievement could differ materially from these

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 1, 2024 Fidelity National Information Services, Inc. (Registrant) By: /s/ James Kehoe Name: James Kehoe Title Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR