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 info.investorrelations@fisglobal.com. 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 |
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 |
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
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 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.
###
| 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 | |
| ellyn.raftery@fisglobal.com | pete.gunnlaugsson@fisglobal.com | |
 ©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
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 fis.corporate.communications@fisglobal.com. 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 kim.snider@fisglobal.com and investor inquiries should be directed to pete.gunlauggson@fisglobal.com.
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,
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 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.
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. |
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| 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. |
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| 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. |
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Exhibit 99.4
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 fis.corporate.communications@fisglobal.com 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,
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 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.
Exhibit 99.5
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,
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 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.