Private equity funds managed by GTCR LLC signed a definitive agreement to acquire a 55% stake in Worldpay Group Limited from Fidelity National Information Services, Inc. (NYSE:FIS) for $12.7 billion on July 5, 2023. FIS will receive upfront, net proceeds of approximately $11.7 billion and a further $1 billion of consideration contingent on the returns realized by GTCR exceeding certain thresholds. The transaction values the business at an enterprise value of $18.5 billion. GTCR will acquire 55% of Worldpay, and FIS will retain the remaining 45%. JPMorgan Chase Bank, N.A., Goldman Sachs, Citi, Wells Fargo Bank, National Association, Deutsche Bank Securities Inc. and UBS Securities LLC are providing debt financing support for the transaction. Charles Drucker, the former Executive Chairman and Chief Executive Officer of Worldpay, will become CEO of the standalone Worldpay business upon close. Charles Drucker and Stephanie Ferris will join the Board of Directors of Worldpay.

The transaction was unanimously approved by FIS? Board of Directors. The transaction is subject to the receipt of regulatory approvals and contractual consents and expected to close by Q1 2024. FIS will use proceeds from the sale to pay down debt and return additional capital to shareholders through its existing share repurchase authorization, as well as for general corporate purposes, while maintaining a strong investment grade credit rating.

Citi, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, Raymond James & Associates, Inc., William Blair, TD Cowen and Piper Sandler & Co. also served as financial advisors to GTCR. Ted M. Frankel, Daniel A. Guerin, Sanford E. Perl, Michael H. Weed, Lee M. Blum, Neil K. Vohra, Mike Carew, Adam Kool, Aaron H. Lorber, Todd Herst, Jocelyn A. Hirsch, Thomas J. Dobleman, Rachel W. Sheridan, Shagufa R. Hossain, Tim Cruickshank, Sean Malone, Michael Krasnovsky and Deidre Kalenderian of Kirkland & Ellis LLP provided legal counsel and Paul Hastings LLP provided regulatory legal counsel to GTCR. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as co-lead financial advisors to FIS. Centerview Partners LLC also served as a financial advisor to FIS. Wachtell, Lipton, Rosen & Katz provided legal counsel and Latham & Watkins LLP provided regulatory legal counsel to FIS. Ashwath Rau and John Adwet Raghav of AZB & Partners acted as legal advisor to GTCR LLC.

Private equity funds managed by GTCR LLC completed the acquisition of 55% stake in Worldpay Group Limited from Fidelity National Information Services, Inc. (NYSE:FIS) on January 31, 2024. The net cash proceeds received by FIS at the closing were greater than $12 billion, net of estimated closing adjustments, debt restructuring fees, taxes and transaction costs. The closing adjustments relate to estimated closing levels of the Business? debt, working capital relative to an agreed target and available cash relative to an agreed minimum and will be trued-up post-closing. FIS intends to use the proceeds to pay down debt and repurchase at least $3 billion of shares over the course of 2024, while maintaining an investment-grade credit rating. FIS will retain a 45% non-controlling equity stake in Worldpay as of the closing. Following the transaction close, Worldpay will establish a Board of Directors in-line with its change in ownership. Vijay D?Silva and Louise Parent have agreed to serve as Directors of Worldpay. D?Silva and Parent will continue their current terms of service on the FIS Board through the Company?s 2024 Annual Meeting.