Fidelity National Information Services, Inc. Closes its Recapitalization Plan and the Minority Equity Interest Sale to Thomas H. Lee Partners and Texas Pacific Group
March 10, 2005
Jacksonville, Fla. -- Fidelity National Financial, Inc. (NYSE:FNF) announced that its subsidiary, Fidelity National Information Services, Inc. ("FIS"), has closed the previously announced recapitalization of FIS and the previously announced minority equity interest sale in FIS.
The recapitalization of FIS was accomplished through $2.8 billion in borrowings under new senior credit facilities consisting of an $800 million Term Loan A facility, a $2.0 billion Term Loan B facility (collectively, "the Term Loan Facilities") and a $400 million revolving credit facility ("Revolver"). FIS fully drew upon the $2.8 billion in Term Loan Facilities to consummate the recapitalization, while the Revolver remained undrawn at the closing of the recapitalization. The interest rate on both the Term Loan Facilities and the Revolver is LIBOR +175 basis points. Bank of America, JP Morgan Chase, Wachovia Bank, Deutsche Bank and Bear Stearns lead a consortium of lenders providing the new senior credit facilities.
The minority equity interest sale was accomplished through FIS selling an approximately 25 percent minority equity interest in the common stock of FIS to an investment group led by Thomas H. Lee Partners ("THL") and Texas Pacific Group ("TPG"). FIS issued a total of approximately 50 million shares of the common stock of FIS to the investment group for a total purchase price of approximately $500 million. A new Board of Directors will be created at FIS, with William P. Foley, II, current Chairman and Chief Executive Officer of FNF, serving as Chairman and Chief Executive Officer of FIS. FNF will have the right to appoint a majority of the new directors, with both THL and TPG each receiving the right to appoint two members to the FIS Board of Directors.
The following steps were undertaken to consummate the FIS recapitalization plan and the minority equity interest sale in FIS. On March 8, 2005, FIS issued a $2.7 billion note to FNF as payment of the dividend. On March 9, 2005, FIS borrowed $2.8 billion under its new senior credit facilities. FIS then paid FNF $2.7 billion, plus interest, to repay the $2.7 billion note issued on March 8, 2005. The minority equity interest sale in FIS was then closed through the payment of $500 million from the investment group led by THL and TPG to FIS. FIS then repaid approximately $410 million outstanding under its current credit facility. Finally, FIS paid all expenses related to the transactions. All remaining proceeds will be utilized for other general corporate purposes at FIS.
"The closing of both the FIS recapitalization and the minority equity interest sale are significant milestones in our strategy of recognizing the embedded value of FIS," said Chairman and Chief Executive Officer William P. Foley, II. "These are key steps toward our goal of more fully unlocking the value of FIS. We look forward to working with both Thomas H. Lee Partners and Texas Pacific Group in this process of both continuing to grow the FIS business and maximizing the value of the FIS asset for FNF stockholders. Additionally, the closing of the recapitalization of FIS will now allow the FNF Board of Directors to formally declare and pay the previously announced $10 per share special cash dividend."
Source: Fidelity National Financial, Inc.
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