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Form 8-K Fidelity National Inform For: Aug 12

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August 12, 2015 2:13 PM EDT

 

 

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): August 12, 2015

 

 

Fidelity National Information Services, Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

1-16427

(Commission

File Number)

 

Georgia
   37-1490331
(State or Other Jurisdiction of
Incorporation or Organization)		  

(IRS Employer

Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-5000

(Registrant’s Telephone Number, Including Area Code)

 

(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:

 

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events

On August 12, 2015, Fidelity National Information Services, Inc., a Georgia corporation (“FIS” ) and SunGard, a Delaware corporation (“SunGard”) issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 12, 2015, by and among SunGard, SunGard Capital Corp. II, a Delaware corporation and wholly owned subsidiary of SunGard (“SCCII”), FIS and certain wholly owned subsidiaries of FIS, pursuant to which FIS will acquire SunGard, on the terms and subject to the conditions set forth in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The following additional written communications related to the Mergers are also being filed herewith:

 

  •   slide presentation provided to FIS’s industry analysts and investors on August 12, 2015, attached hereto as Exhibit 99.2 and incorporated herein by reference;

 

  •   a letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to employees of FIS on August 12, 2015, attached hereto as Exhibit 99.3 and incorporated herein by reference;

 

  •   a letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to senior managers of FIS on August 12, 2015, attached hereto as Exhibit 99.4 and incorporated herein by reference; and

 

  •   a form of letter from Gary A. Norcross, Chief Executive Officer and President of FIS, sent to clients of FIS on August 12, 2015, attached hereto as Exhibit 99.5 and incorporated herein by reference.

Forward-looking Statements

This Form 8-K may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and FIS’s present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that FIS will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for FIS solutions, and other risks detailed in FIS’s filings with the SEC, including the “Risk Factors” section of FIS’s Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent Securities and Exchange Commission (“SEC”) filings. Investors and securityholders should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. STOCKHOLDERS OF SUNGARD ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing [email protected]. Such documents are not currently available. Investors and securityholders may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release, dated August 12, 2015
99.2    Slide Presentation, dated August 12, 2015
99.3    Letter to Employees, dated August 12, 2015
99.4    Letter to Senior Managers, dated August 12, 2015
99.5    Form of Letter to FIS Clients, dated August 12, 2015

 

SIGNATURE

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 thereunto duly authorized.

 

    Fidelity National Information Services, Inc.
Date: August 12, 2015     By:   /s/ Marc M. Mayo
      Name:   Marc M. Mayo
      Title:  

Senior Vice President, Deputy General Counsel

and Assistant Secretary

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press Release, dated August 12, 2015
99.2    Slide Presentation, dated August 12, 2015
99.3    Letter to Employees, dated August 12, 2015
99.4    Letter to Senior Managers, dated August 12, 2015
99.5    Form of Letter to FIS Customers, dated August 12, 2015

Exhibit 99.1

 

LOGO

News Release

FIS to Acquire SunGard, Deepens Enterprise Banking

and Capital Markets Solutions

Key Facts

 

  •   The combined company will have over $9.2 billion in annual revenues.

 

  •   Upon closing, FIS will be uniquely positioned to offer a broad range of enterprise banking and capital markets solutions to empower financial institutions and businesses worldwide.

 

  •   The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter.

JACKSONVILLE, Fla., August 12, 2015 – FIS™ (NYSE: FIS), the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions, announces that it has signed a definitive agreement to acquire Wayne, Pennsylvania-based SunGard. Upon closing, FIS will be uniquely positioned to offer a broad range of enterprise banking and capital markets capabilities to empower financial institutions and businesses worldwide.

Under the terms of the agreement, FIS will acquire 100 percent of the equity of SunGard. FIS will issue a combination of cash and stock valuing the company at an unaffected enterprise value of $9.1 billion, including the assumption of SunGard debt, which FIS expects to refinance. The combined company will have over $9.2 billion in annual revenues.

FIS and SunGard have complementary technology solutions and services encompassing retail and corporate banking, payments, risk management, asset solutions and insurance. The combined company will have more than 55,000 employees and support thousands of clients in over 100 countries worldwide.

“This is a significant milestone for FIS,” stated Gary Norcross, president and chief executive officer, FIS. “By bringing together two innovative companies with common business models, similar cultures, strong leadership and complementary solutions, we are enhancing our ability to empower our clients and deepen client relationships through an expanded full-service offering. Our focus has always been on championing the needs of our clients and we are excited about the opportunities this combination provides to further deliver on that commitment.”

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company’s 13,000 employees provide solutions for financial services, the public sector and education. Its software solutions are delivered via hosted or on premise deployments and are surrounded by an extensive suite of service offerings.

Commenting on the transaction, Russ Fradin, SunGard president and chief executive officer said, “Our focus has always been on delivering more value to our clients and making decisions that achieve our growth and performance objectives. We are proud to become part of one of the financial services industry’s most respected and solidly performing companies. We embrace this transaction and believe it is the best outcome for our employees and the clients we are dedicated to serving.”

The transaction is subject to regulatory approvals and other customary closing conditions. FIS expects the transaction to close during the fourth quarter.

BofA Merrill Lynch and Centerview Partners LLC acted as financial advisors to FIS. Willkie Farr & Gallagher LLP served as FIS’ legal advisors in the transaction. Goldman Sachs & Co., J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc. and Credit Suisse acted as financial advisors to SunGard. Simpson Thacher & Bartlett and Shearman & Sterling served as SunGard’s legal advisors in the transaction.

Webcast

FIS will host a webcast on August 12, 2015 to discuss the transaction at 8:00 a.m. ET. To listen to the live event and to access a supplemental slide presentation, go to the Investor Relations section at www.fisglobal.com and click on “News and Events.” Following the filing of the transcript of today’s call with the SEC, a webcast replay will be available on FIS’ Investor Relations website, and a telephone replay will be available through August 31, 2015 by dialing 800.475.6701 (U.S.) or 320.365.3844 (International). The access code is 366121. To access a .PDF version of this release, go to www.investor.fisglobal.com.

About FIS

FIS is a global leader in banking and payments technology as well as consulting and outsourcing solutions. With a long history deeply rooted in the financial services sector, FIS serves more than 14,000 institutions in over 130 countries. Headquartered in Jacksonville, Fla., FIS employs more than 42,000 people worldwide and holds leadership positions in payment processing and banking solutions. Providing software, services and outsourcing of the technology that empowers the financial industry, FIS is a Fortune 500 company and is a member of Standard & Poor’s 500® Index. For more information about FIS, visit www.fisglobal.com.

Follow us on Twitter (@FISGlobal) and Facebook (facebook.com/FIStoday).

About SunGard

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for financial services, the public sector and education. Its software is delivered via Software as a Service (“SaaS”), in the cloud and on premises, surrounded by an extensive suite of service offerings. Through the depth and breadth of its solution portfolio, global capabilities and domain expertise, SunGard is uniquely capable of supporting virtually every type of financial organization, including the largest and most complex institutions in the world. SunGard’s approximately 13,000 employees proudly serve approximately 14,000 customers in more than 100 countries, bringing fresh ideas and inventive solutions to help its customers adapt and thrive.

Forward-looking Statements

This press release may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing [email protected]. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

###

 

For More Information  
Ellyn Raftery, 904.438.6083   Pete Gunnlaugsson, 904.438.6603
Chief Marketing Officer   Senior Vice President
FIS Global Marketing and Communications   FIS Investor Relations
[email protected]   [email protected]
©2015 FIS and/or its subsidiaries. All Rights Reserved.
Empowering The Financial
World
August 12, 2015
Exhibit 99.2

2
STRATEGIC BUSINESS
OVERVIEW
Gary Norcross
President and Chief Executive Officer
FINANCIAL OVERVIEW
AND SHAREHOLDER
VALUE
Woody Woodall
Chief Financial Officer
Agenda

Forward-looking Statements
The
statements
contained
in
this
presentation
that
are
not
purely
historical
are
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
or
“Securities
Act”
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended,
or
“Exchange
Act”
including
statements
regarding
our
expectations,
hopes,
intentions,
or
strategies
regarding
the
future.
These
statements
relate
to,
among
other
things,
business
and
market
conditions,
outlook
and
our
future
financial
and
operating
results
and
debt.
In
many
cases,
you
can
identify
forward-looking
statements
by
terminology
such
as
“may,”
“will,”
“should,”
“expect,”
“plan,”
“anticipate,”
“believe,”
“estimate,”
“predict,”
“potential,”
or
“continue,”
or
the
negative
of
these
terms,
and
other
comparable
terminology.
Actual
results
could
differ
materially
from
those
anticipated
in
these
statements
as
a
result
of
a
number
of
factors,
including,
but
not
limited
to:
•
the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve
the synergies anticipated;
•
changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and
changes in either or both the United States and international lending, capital and financial markets, and changes in foreign exchange rates;
•
the effect of legislative initiatives or proposals, statutory changes, governmental or other applicable regulations and/or changes in industry
requirements, including privacy regulations;
•
the risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting
the banking, retail and financial services industries or due to financial failures or other setbacks suffered by firms in those industries;
•
changes in the growth rates of the markets for our solutions;
•
failures to adapt our services and products to changes in technology or in the marketplace;
•
internal or external security breaches of our systems, including those relating to the theft of personal information and computer viruses affecting our
software or platforms, and the reactions of customers, card associations, government regulators and others to any such events;
•
the
reaction
of
our
current
and
potential
customers
to
communications
from
us
or
our
regulators
regarding
information
security,
risk
management,
internal
audit
or
other
matters;
competitive
pressures
on
pricing
related
to
our
solutions
including
the
ability
to
attract
new,
or
retain
existing,
customers;
•
an operational or natural disaster at one of our major operations centers; and
•
other risks detailed in “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
and in our other filings with the Securities and Exchange Commission.
Other
unknown
or
unpredictable
factors
also
could
have
a
material
adverse
effect
on
our
business,
financial
condition,
results
of
operations
and
prospects.
Accordingly,
readers
should
not
place
undue
reliance
on
these
forward-looking
statements.
These
forward-looking
statements
are
inherently
subject
to
uncertainties,
risks
and
changes
in
circumstances
that
are
difficult
to
predict.
We
assume
no
obligation
to
update
or
alter
our
forward-looking
statements,
whether
as
a
result
of
new
information,
future
events
or
otherwise,
except
as
required
by
law.
3

Additional Information for SunGard Stockholders
In
connection
with
the
proposed
transaction,
FIS
currently
intends
to
file
a
Registration
Statement
on
Form
S-4
that
will
include
a
consent
solicitation
statement
of
SunGard.
FIS
also
plans
to
file
other
relevant
materials
with
the
SEC.
Stockholders
of
SunGard
are
urged
to
read
the
consent
solicitation
statement/prospectus
contained
in
the
Registration
Statement
and
other
relevant
materials
because
these
materials
will
contain
important
information
about
the
proposed
transaction.
These
materials
will
be
made
available
to
the
stockholders
of
SunGard
at
no
expense
to
them.
The
consent
solicitation
statement/prospectus,
Registration
Statement
and
other
relevant
materials,
including
any
documents
incorporated
by
reference
therein,
may
be
obtained
free
of
charge
at
the
SEC's
website
at
www.sec.gov
or
for
free
from
the
Investor
Relations
section
of
FIS
at
www.fisglobal.com
or
by
emailing
info.investorrelations@fisglobal.com.
Such
documents
are
not
currently
available.
You
may
also
read
and
copy
any
reports,
statements
and
other
information
filed
by
FIS
with
the
SEC
at
the
SEC
public
reference
room
at
100
F
Street
N.E.,
Room
1580,
Washington,
D.C.
20549.
Please
call
the
SEC
at
(800)
732-0330
or
visit
the
SEC's
website
for
further
information
on
its
public
reference
room.
This
document
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
the
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offering
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
Securities
Act
of
1933,
as
amended.
4

GARY NORCROSS
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Strategic Summary
•
FIS to acquire SunGard
–
Natural extension of FIS strategy
–
Immediately accretive to adjusted EPS
•
SunGard adds a complementary range of
products and services
–
Capital Markets, Wealth and Asset Management,
and Risk Management to financial institutions
and businesses worldwide
•
Combining from a position of strength
–
Complementary solutions and services
–
Common business models; strong leadership
teams and client-focused cultures
–
Grows client base while deepening existing client
relationships
•
Well positioned in growing and
geographically diverse markets
•
Enhances growth prospects
•
Increases product offerings
•
Deepens client relationships
•
Strong financial profile
•
Accretive to adjusted EPS
6
EMPOWERING
THE FINANCIAL WORLD
Creates Significant Client and Shareholder Value

Strategic Rationale
1
2
3
4
SunGard operates in attractive, complementary product and service areas
•
Extends FIS into capital markets & asset and wealth management sectors
–
Positive macro dynamics and market remains fragmented
•
Enhances FIS strategy and builds on prior acquisitions (Clear2Pay, Capco)
•
Expands position in diversified geographical markets
SunGard’s strong, complementary growth story
•
Scale software vendor to institutional and wealth side of financial services industry
•
70+% recurring revenue with broad base of products
•
Approximately 14,000 clients in more than 100 countries served by 13,000 employees
Consistent with FIS’ strong track record of value creation through strategic M&A
•
Proven execution for integrating companies
•
Demonstrated success for generating growth
•
Successful
history
of
de-leveraging
balance
sheet
and
generating
strong
cash
flow
Valuation and synergies combine to drive significant value creation
•
$200M in annualized cost synergies by 2017
–
Deal is accretive to adjusted EPS without synergies
•
Detailed integration plan will ensure achievement
7

SunGard Overview
Note: “Other” revenue is primarily Public Sector & Education
8
Combined with FIS’ strong consulting and complementary intellectual property,
the new organization drives accelerated growth
9%
52%
39%
Other
Capital Markets
Asset & Wealth
Management
•
90%
of the 50 largest global banks
•
85%
of the world’s top 20 private equity firms
•
80%
of the 50 largest asset managers
•
80%
of the 50 largest insurance companies
Revenue Composition
Scale software provider supporting the largest and most complex financial institutions
and money managers in the world

(5%)
(3%)
(4%)
0%
0%
4%
6%
(6%)
(4%)
(2%)
0%
2%
4%
6%
8%
1H12
2H12
1H13
2H13
1H14
2H14
1H15
SunGard Transformation Producing Growth
Accelerating Revenue Growth
Y-o-Y revenue growth
Note:
2H13
&
3Q14
growth
rates
exclude
the
$11.5M
sale
of
a
customer
bankruptcy
claim
in
3Q13.
2014
and
forward
growth
rates
at
constant
currency.
Key Elements of SunGard’s Transformation
New Leadership Team
Accomplished Industry Veterans
Integrated Operating Model
Leveraged IP and Domain Expertise Across Markets
and Geographies
Organic Growth Focus
Targeted Shift to High Growth Markets
Focus on the Core Business
Divested and Exited Non-Strategic Assets
9

FIS
Solutions
Growing Client Base and Deepening Relationships
10
SunGard
Solutions
Complementary Solutions
Combined Highly Recognized Client Base
•
Global trading
•
Post-trade processing
•
Risk & compliance
•
Asset management
•
Wealth management
•
Securities finance &
processing
•
Banking solutions
•
Retail Banking
•
Payments
•
Lending Solutions
•
Consulting and Systems
Integration

Complementary Presence in Key Global Regions
•
Increased scale in
North America
•
Modest expansion in
Europe and Asia Pacific
FIS
$5.0
SunGard
$1.8
0.7
0.6
0.3
0.3
0.4
<0.1
N. America:
Moderate Growth
Europe:
Moderate Growth
Asia Pacific:
High Growth
Latin America:
Moderate / High Growth
(1)
Based on FY2014 revenue as reported by SunGard, internal FIS numbers.
78%
22%
74%
26%
Domestic
International
FIS
64%
36%
SunGard
$6.4
$2.8
$9.2
Pro Forma
11
Global Reach:  Geographic Mix
(1)
Similar Geographic Revenue Base
0.1
Middle East & Africa:
Moderate / High Growth
<0.1
($ in billions)

78%
22%
High Recurring Revenues Driven by Industry Tailwinds
12
FIS 2014 Pro Forma Revenue = $9.2B
Non-Recurring
Revenue
MOBILE
LIFESTYLE
DIGITIZATION
TECHNOLOGY
OBSOLESCENCE
CONFLUENCE
OF
FORCES
CONSUMER
EXPECTATIONS
REGULATORY
CHANGE
NEW
ENTRANTS
/EMERGING MARKETS
FIS Pro Forma
Key Industry Trends
Recurring
Revenue

WOODY WOODALL
CHIEF FINANCIAL OFFICER

SunGard
Transaction
Meets All
Criteria
Transaction is Consistent with Key Acquisition Principles
Strategic
Rationale
Targeted
Financial
Measure
14
•
Buy products to cross-sell / upsell
•
Expand market opportunities
•
Gain additional scale
•
Risk-adjusted returns greater than alternative uses
of cash
•
Solid financial performance and outlook
•
Accretive to revenue growth and adjusted EPS

•
Combined 2014 pro forma revenue of ~$9.2 billion and adjusted
EBITDA of ~$2.8 billion, including $200 million run-rate cost
synergies
•
Run-rate synergies generate $2.3 billion
(1)
of shareholder value
•
At full run-rate synergies ~20% accretive to adjusted EPS
•
Immediately accretive without cost synergies
•
Entry into attractive adjacent, complementary product and
service areas
•
Natural extension of FIS strategy
•
Key business model similarities: mission-critical applications,
deep relationships, high recurring revenues
Transaction Summary
Compelling
Combination
Value
Creation
15
(1)
Run-rate
synergies
of
$200M
at
11.5x
EBITDA
multiple.

Key Terms:
•
$9.1B enterprise value
•
Equity value funding 45% cash and 55% FIS stock
•
At closing FIS will have approximately 325 million shares
(1)
outstanding
•
Current FIS shareholders will own 87% of combined company
Expected Close:
•
Q4
2015 (subject to regulatory approval)
Cumulative Cost Synergies:
•
$100M –
run-rate by end of 2016
•
$200M –
run-rate by end of 2017
Total Debt:
•
$11.5B –
represents 3.7x pro forma leverage at closing
(2)
•
Expect to reduce leverage to approximately 2.5x by the end of 2017
•
Refinance SunGard’s existing debt at the FIS parent level
Free Cash Flow Priorities:
•
Debt reduction (temporarily suspend share repurchases)
•
Fund growth
•
Pay dividend
Capital
Expenditures:
•
4% -
6% of revenue
Governance
•
Board of Directors –
11 (all existing FIS)
Transaction Assumptions
16
(1)
Represents basic shares
(2)
For
leverage
calculation,
EBITDA
is
unburdened
by
stock
compensation
expense
(in
line
with
credit
facility
EBITDA
definition)
and
inclusive
of
$200M
run
rate
synergies

Company
Acquisition
Date
Targeted
Synergies ($M)
Achieved /
Exceeded
Metavante
Oct.
2009
$ 260
eFunds
Sep.
2007
65
Certegy
Feb.
2006
50
Intercept
Dec. 2004
25
NYCE
(MV Acq.)
Jul. 2004
24
Aurum
Mar. 2004
15
Significant Cost Synergies Accelerates EBITDA Growth
SunGard
Acquisition
Historical
Acquisitions
Company
Current Synergy
Target ($M)
Timing
Corporate / Admin
(Finance,
HR,
Legal,
etc.)
$     65
6-24 Months
IT & Facilities
55
6-24 Months
Sales & Marketing
30
6-24 Months
Org.
Restructure
50
6-24 Months
Total
$  200
17
Historically
exceeded
targets by
an average
of 30%
Historically
exceeded
targets by
an average
of 30%
Excellent Track Record of Achieving / Exceeding Cost Synergy Targets

Combination Creates Strong Financial Model
18
Revenue
Recurring Revenue
Operating Margin
Adjusted EPS CAGR
$9.2B
78% of total revenue
Accelerated expansion
Double-digit growth
Note:
Represents 2014 financials.

ACCELERATES growth with increased offerings
ENHANCES client base with deeper relationships
DRIVES
financial performance
ACCRETIVE to adjusted Earnings per Share
Creates Significant Shareholder Value
19

Exhibit 99.3

 

LOGO

August 12, 2015

Distribution: All FIS employees

Dear Colleagues:

In a significant step toward our goal of continually reinventing FIS so that we remain industry leaders, I am pleased to announce that FIS has signed a definitive agreement to acquire SunGard a financial services leader in banking, capital markets and asset management solutions. This is a tremendous milestone bringing together two great technology companies with similar business models, complementary solutions and highly talented employees that are dedicated to serving the financial services industry. I am very excited to share this significant news with you today and look forward to welcoming SunGard’s 13,000 employees into our FIS family when the acquisition closes during the fourth quarter.

Upon closing, FIS will be uniquely positioned to offer clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Earlier this morning we announced this transaction to the market. I have attached a copy of the news release for your reference. Additionally, I also encourage you to watch this brief video about the benefits this combination brings to all of us.

SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on-premise deployments and are surrounded by an extensive suite of service offerings.

The FIS and SunGard solutions are very complementary. After the close, the addition of SunGard will bring new solutions and services that enhance our offerings including treasury, risk management, asset management, derivatives, trading and insurance. SunGard’s strong business leaders will bring valuable insights and experience to our global leadership team.

The combined company will be headquartered in Jacksonville, Fla. and I will serve as president and CEO. We will operate under the FIS name.

The transaction is subject to regulatory approvals and contractual closing conditions. We expect to close during the fourth quarter. Until then, it is business as usual for both companies and we must continue to focus on serving the needs of our clients.

Over the next few days, you may have questions about this combination and how our teams will work together. The attached FAQ document will provide some additional information about SunGard, the strategic rationale for the acquisition and next steps. While we cannot begin integration or perform any go-to-market planning until we close, we encourage you to talk with your manager or submit your questions to [email protected]. If you receive questions from clients, please direct them to their strategic account manager (SAM) or global client partner (GCP). All media inquiries should be directed to [email protected] and investor inquiries should be directed to [email protected].

I hope you join me in celebrating this significant milestone. Your hard work and focus on championing the needs of our clients has made this acquisition possible and continues to serve as an outstanding example of how we are empowering the financial world.

Regards,

 

LOGO

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing [email protected]. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

LOGO

Employee FAQs

Overview

The purpose of this document is to provide additional information about the SunGard acquisition announcement. This document is confidential to FIS and is not to be distributed to any party outside the company.

 

1. What was announced?

 

     FIS announced that it has signed a definitive agreement to acquire SunGard. Under the terms of the agreement, FIS will acquire 100 percent of the equity of SunGard. The combined company will have over $9.2 billion in annual revenues.

 

2. Who is SunGard?

 

     A privately held company, SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on premise deployments and are surrounded by an extensive suite of service offerings.

 

3. What is the strategic rationale for this acquisition?

 

     This is tremendous milestone bringing together two great technology companies with similar business models, complementary solutions and highly talented employees that are dedicated to serving the financial services industry. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Upon closing, the combined company will be uniquely positioned to offer a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance. In addition, this combination enables us to address the following objectives:

 

  •   Scale and Reach – The combined company offers scale advantages, which improves our long-term position and extends our global delivery platform.

 

  •   Product Depth and Breadth – Our combined solutions will enhance our growth prospects.

 

  •   Financial Strength – The combined company will have over $9.2 billion in annual revenues and a solid outlook for 2016. Increased cash flow will allow us to fund growth opportunities and to further pay down our debt.

 

4. When will the transaction close?

 

     The transaction is expected to close during the fourth quarter.

 

5. How will our clients benefit from this transaction?

 

     The FIS and SunGard solution portfolios are very complementary. As a result and upon closing, we will be uniquely positioned to offer our clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance.

 

3

LOGO

 

6. Will our name, leadership or headquarters change?

 

  •   The combined company will operate under the FIS name.

 

  •   FIS president and CEO, Gary Norcross, will be president and CEO of the combined company.

 

  •   The company’s headquarters will be in Jacksonville, Fla.

 

  •   SunGard’s CEO Russ Fradin will work with Gary on how best to deploy the talent on SunGard’s senior leadership team. There will be opportunities for individuals at both companies to take on exciting new responsibilities and challenges.

 

  •   All 11 members of our board of directors will be from FIS.

 

7. When can we begin to work with SunGard?

 

     We cannot begin go-to-market planning until the transaction closes later this year. Until that time, both companies will continue to operate independently and perform business as usual. This means an intense focus on our clients and our current business objectives. We are also prohibited from acting jointly with respect to new business or current clients, including those we may have in common.

 

8. How will our teams come together after the transaction closes?

 

     We will begin our integration efforts by working with leaders on both sides to evaluate the impact of change across both businesses as well as to ensure a smooth transition for both clients and employees. We will begin to share and communicate our integration plan as soon as we are able to post close.

 

9. What is our message to our business partners?

 

     We will continue to operate as separate companies until the transaction closes and will continue to interact with our business partners using our same channels and processes. It is business as usual with an intense focus on our clients and current business objectives.

 

10. What is our message to our clients?

 

     The FIS and SunGard solution portfolios are very complementary. Upon closing, we will be uniquely positioned to offer our clients a broad range of solutions for enterprise banking, capital markets, asset and wealth management, risk and compliance, treasury and insurance.

 

     Until we come together as one company, we will continue to operate as separate companies, conducting business as usual. We must continue to remain intensely focused on serving the needs of our clients.

 

4

LOGO

 

11. When will we learn more about next steps?

 

     We will begin our integration efforts by working with leaders on both sides by evaluating impact of changes across both businesses. We will share information on those plans as quickly as possible post close. Until the transaction closes, it is business as usual as separate companies.

 

5

Exhibit 99.4

 

LOGO

August 12, 2015

Distribution: Senior Leaders and Managers

Dear Colleagues:

Earlier this morning, FIS issued a news release announcing that we have signed a definitive agreement to acquire SunGard, a financial services leader in banking, capital markets and asset management solutions. This is a tremendous milestone bringing together two great technology companies with similar business models, complementary solution portfolios and highly talented employees that are dedicated to serving the financial services industry. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies.

Through this combination, FIS will be uniquely positioned to offer clients a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance. SunGard’s solutions portfolio is very complementary to our existing offerings. After the close, the addition of SunGard will bring new solutions and services that will enhance our current offerings including treasury, risk management, asset management, derivatives, trading and insurance.

The combined company will be headquartered in Jacksonville, Fla. and I will serve as president and CEO. We will operate under the FIS name.

This is the most significant announcement we have made since our acquisition of Metavante in 2009 and we expect it to create interest and excitement in the industry, with our clients and amongst our employees. As leaders within our organization, we want to make sure you are well prepared to address questions today and in the weeks to come.

Attached is the communications package we have prepared to help you facilitate these conversations. This package includes:

 

  •   News release copy

 

  •   All employee announcement that will be distributed to our global employee base today at 7:15 a.m. ET.

 

  •   Employee FAQs

 

  •   Client messaging package including client letter, call script and talking points

In addition to these materials, I encourage you to attend a conference call at 12:30 p.m. ET today whereby I will share with you the strategic rationale behind this acquisition and your role in communicating it to your clients and employees. A calendar invite with the teleconference details will be sent to you this morning. If you do not receive an invitation, you can contact [email protected] to request the dial in details.

When you have conversations about this announcement, you must adhere to the messaging provided in this package. Communicating anything outside the approved messaging may be considered gun jumping, which could delay the closing of the transaction.

It is also important to remember that we have signed an agreement to acquire SunGard and that the transaction is not yet closed. The acquisition is subject to regulatory approvals and contractual closing conditions. We expect to close during the fourth quarter. Until then, we will continue to operate as separate companies and it is business as usual for both organizations. You should not reach out to anyone at SunGard unless you are specifically requested to do so.

Most importantly, we must remain focused on serving the needs of our clients. As leaders within the organization, I need your help in keeping our employees laser focused on the business at hand and delivering third and fourth quarter results. We cannot allow our sales momentum to slow nor can we allow ourselves to be distracted by this exciting combination.

I am privileged to lead what I truly believe to be the greatest company in our industry. Because of you and the hard work of your teams to drive our clients’ business forward each and every day, we are well positioned to take this significant step in empowering the financial world. Thank you for making this possible.

Regards,

 

LOGO

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing [email protected]. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Exhibit 99.5

 

LOGO

August 12, 2015

Dear Valued Client:

I hope you have heard the exciting news that FIS™ has signed a definitive agreement to acquire SunGard. This is a tremendous milestone bringing together two great companies with complementary solutions, highly talented employees that are dedicated to serving the financial services industry and similar business models. Combined, our focus will be on servicing global, regional and community financial institutions as well as private equity, asset managers and insurance companies. Most importantly, we believe this acquisition presents significant opportunities for our clients as we will be uniquely positioned to offer you a broad range of solutions for enterprise banking, capital markets, asset management, risk and compliance, treasury and insurance once the transaction is final.

The combination expands our ability to serve you, providing a broader set of technology and service offerings to enable you to serve your clients and grow in the markets you serve. The combined organization will be headquartered in Jacksonville, Fla. and I will serve as president and chief executive officer. It will operate under the FIS name.

A privately held company, SunGard is one of the world’s leading financial software companies, with annual revenue of $2.8 billion. The company provides solutions for approximately 14,000 clients in the financial services, insurance, public sector and education industries in more than 100 countries across the world. Its software solutions are delivered as a service or through on premise deployments and are surrounded by an extensive suite of service offerings.

We understand that it is your continued support and loyalty that determines our ultimate success. The FIS and SunGard solutions are very complementary. Upon close, we believe the combination will enable us to deepen our relationship with you in a more meaningful way.

The transaction is subject to all regulatory approvals and contractual closing conditions, and we expect the transaction to close during the fourth quarter. Until closing, we will continue to conduct business as usual as separate companies and will focus on serving the needs of all our clients. We are limited in the information we can share with you until the transaction closes and look forward to discussing additional details with you at the appropriate time.

As always, we thank you for your continued business and confidence in our organization.

Regards,

 

LOGO

Gary Norcross

FIS President and CEO

Forward-looking Statements

This letter may contain statements, estimates or projections that constitute “forward-looking statements” pursuant to the safe harbor provisions of the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from FIS’s historical experience and our present expectations or projections. These risks include, but are not limited to, changes in general economic, business and political conditions, developmental and conversion delays or disruptions inherent with new software products and technology, and risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in or new laws or regulations affecting the banking, retail and financial services industries, the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the synergies anticipated, changes in the growth rates of the markets for our solutions, and other risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FIS undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for SunGard Stockholders

In connection with the proposed transaction, FIS currently intends to file a Registration Statement on Form S-4 that will include a consent solicitation statement of SunGard. FIS also plans to file other relevant materials with the SEC. Stockholders of SunGard are urged to read the consent solicitation statement/prospectus contained in the Registration Statement and other relevant materials because these materials will contain important information about the proposed transaction. These materials will be made available to the stockholders of SunGard at no expense to them. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from FIS at www.fisglobal.com or by emailing [email protected]. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by FIS with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


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