FIS to sell 55% stake in Merchant Solutions to GTCR for $17.5B enterprise value

Fidelity National Information Services, Inc.

Enterprise value of $17.5B; FIS receives cash of ~$8.4B debt-financed distribution + $5.005B equity.
Up to $1B additional contingent consideration based on GTCR's returns exceeding thresholds.
Transaction subject to regulatory approvals (HSR, UK FCA, DNB) and other conditions; expected close by July 2024.
GTCR pays $770M reverse termination fee if deal fails due to its breach; financing commitments secured ($5.335B equity, $9.4B debt).
FIS retains 45% interest in JV; governance with 9-member board (3 from FIS); right to require IPO or sale after 4 years.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Fidelity National Information Services, Inc. entered into Purchase Agreement with New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC, GTCR W-2 Merger Sub LLC valued at Enterprise value of $17.5 billion; FIS receives $8.4 billion debt-financed distribution and $5.005 b (effective 2023-07-05).

Action: entry
Agreement: asset purchase
Counterparty: New Boost Holdco, LLC, GTCR W Aggregator LP, GTCR W Merger Sub LLC, GTCR W-2 Merger Sub LLC
Value: Enterprise value of $17.5 billion; FIS receives $8.4 billion debt-financed distribution and $5.005 b
Effective: 2023-07-05

Exact text from the filing

On July 5, 2023, Fidelity National Information Services, Inc. (“ FIS ” or the “ Company ”) entered into a purchase and sale agreement (the “ Purchase Agreement ”) by and among the Company, New Boost Holdco, LLC, a Delaware limited liability company (the “ JV ”), GTCR W Aggregator LP, a Delaware limited partnership (“ Purchaser ”) and affiliate of GTCR, LLC (“ GTCR ”), GTCR W Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser (“ Bank Debt Merger Sub ”), and GTCR W-2 Merger Sub LLC, a Delaware limited liability company and an affiliate of Purchaser (“ Bond Debt Merger Sub ”).

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Fidelity National Information Services, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-185369

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