| 8. | Does this conclude the overall strategic review at FIS? |
As always, FIS will continue to evaluate opportunities to enhance shareholder value.
| 9. | Will FIS have any oversight of Worldpay? |
As previously planned, Charles Drucker will become CEO of Worldpay upon close of the transaction and will work closely with the team to continue executing its strategy and operations as an independent company. FIS will maintain a meaningful 45% minority stake and will receive ample Board representation, including Stephanie Ferris joining the Worldpay Board of Directors.
| 10. | Will FIS and Worldpay maintain an ongoing commercial relationship? |
FIS and Worldpay will maintain a commercial relationship, preserving a key client value proposition for both businesses. FIS will continue to leverage Worldpay as a distribution channel beyond its core financial services markets, while Worldpay’s clients will continue to have access to FIS’ suite of next-generation banking and treasury solutions. The companies are finalizing the terms of the commercial agreements and will provide an update in due course.
| 11. | When will the transaction close? |
The transaction is expected to close by Q1 2024 subject to regulatory approvals and customary closing conditions.
| 12. | Will there be a net operating loss for tax purposes associated with the transaction? |
No, there will not be a net operating loss generated due to the transaction. FIS originally acquired Worldpay in a tax-free transaction resulting in carryover tax basis and no gain upon the original acquisition.
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Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about anticipated financial outcomes, including any earnings guidance or projections, projected revenue or expense synergies or dis-synergies, business and market conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of the Company, the Company’s sales pipeline and anticipated profitability and growth, plans, strategies and objectives for future operations, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the proposed sale of the Merchant Solutions business, the expected financial and operational results of the Company, and expectations regarding the Company’s business or organization after the proposed transaction., as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. These statements may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results or guidance, statements of outlook and various accruals and estimates. These statements relate to future events and our future results and involve a number of risks and uncertainties. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management.