Fidelity National Information Services, Inc. (NYSE:FIS) entered into an agreement and plan of merger to acquire Worldpay, Inc. (NYSE:WP) for $35.2 billion on March 17, 2019. At the closing, under the terms of the agreement, the shareholders of Worldpay will be entitled to receive 0.9287 FIS shares and $11 in cash for each share of Worldpay. Upon closing, FIS shareholders will own approximately 53% and the shareholders of Worldpay will own approximately 47% of the combined company. The combination of stock and cash values Worldpay at an enterprise value of approximately $43 billion, including the assumption of Worldpay debt, which FIS expects to refinance. As on April 5, 2019, FIS entered into second amendment with the financial institution party to amend the existing credit agreement to permit FIS to exclude any indebtedness issued or incurred for the purpose of financing the acquisition. As of December 31, 2018, FIS had total indebtedness of approximately $9.0 billion and Worldpay had total indebtedness of approximately $7.9 billion.

In connection with the merger, on March 17, 2019, FIS entered into a bridge facility commitment letter with Barclays Bank PLC, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC pursuant to which the Lenders committed to provide a 364- day senior unsecured bridge term loan facility in an aggregate principal amount of $9.5 billion. As of May 14, 2019, FIS announced proposed offering of Senior Notes and intends to use the proceeds together with commercial paper borrowings to provide funds for the cash portion, repayment of outstanding Worldpay debt and costs and expenses of the merger. Any remaining net proceeds would be used for general corporate purposes. Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc are joint book-running managers for the offering of the Euro- and Pounds sterling-denominated Senior Notes. Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are joint book-running managers for the offering of the U.S. dollar-denominated Senior Notes.

As of May 21, 2019, Fidelity National Information Services, Inc. completed the issuance and sale of its offering of Euro and Pounds sterling- denominated senior notes, proceeds from which have been committed towards this transaction. Upon closing, Worldpay will operate as a wholly owned subsidiary of FIS. The combined company will retain the name FIS. FIS will be required to pay to Worldpay a termination fee of $1 billion and Worldpay will be required to pay to FIS a termination fee of $1 billion in case of termination of the deal.

Upon closing, the combined company's Board of Directors will consist of 12 members, seven of which will come from FIS' Board of Directors and five from Worldpay's Board of Directors. Gary Norcross will remain as FIS Chairman of the Board, President and Chief Executive Officer. Charles Drucker, Worldpay's current Executive Chairman and Chief Executive Officer, will serve as the Executive Vice Chairman of the Board of combined company. The combined company will be headquartered in Jacksonville, Florida. The transaction is subject to receipt of required regulatory and shareholder approvals of Worldpay and FIS and other customary closing conditions. The transaction is also subject to effectiveness of the registration statement and listing of consideration shares on NYSE. The merger is not subject to a financing condition. The Board of Directors of Worldpay unanimously recommends that stockholders of Worldpay vote for the transaction. Worldpay formed a transaction committee and the members of this committee are Jeffrey Stiefler, Lee Adrean, Kevin Costello and Gary Lauer.

As of April 26, 2019, the transaction received early termination notice from the Federal Trade Commission. As of May 20, 2019, as required under the transaction, the listing of its shares of class A common stock of Worldpay on the London Stock Exchange was cancelled. As of May 29, 2019, Fidelity National has filed for approval in EU. The provisional deadline for the EU antitrust regulator's decision is July 7, 2019. As of July 5, 2019, the transaction has been approved by the European Commission. As of July 24, 2019, stockholders of Worldpay approved the transaction. As on July 30, 2019, the transaction has been received antitrust approval. The transaction is expected to close in the third quarter of 2019. As of July 5, 2019, the transaction is expected to close on or about July 31, 2019.

David St. Jean and Sean Carmody of Centerview Partners LLC and Jeff Gido and Avinash Mehrotra of Goldman Sachs & Co. LLC acted as financial advisors to FIS. Robert S. Rachofsky, Viktor Okasmaa, William Rooney, Jennifer Tait, Henrietta de Salis, Adam M. Turteltaub, Christopher Peters, Mark Holdsworth, Christopher Gandia and Morgan McDevitt of Willkie Farr & Gallagher LLP acted as the legal advisors for FIS. Brian Gudofsky and Steven Geller of Credit Suisse acted as financial advisors and Peter Allan Atkins, David C. Ingles, Sven G. Mickisch, Joseph Penko, Scott Hopkins and Adam Howard of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisors for Worldpay. Morgan Stanley & Co.LLC acted as financial advisor to Worldpay. FIS has engaged Georgeson LLC to assist in the solicitation of proxies and will pay a fee of approximately $15,000.

Worldpay has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and will pay Innisfree a fee of $40,000. FIS will pay Goldman Sachs & Co. LLC transaction fee of $25 million, $5 million of which has been paid to Goldman Sachs upon announcement of the merger and the remainder of which is contingent upon consummation of the merger and Centerview Partners LLC will also receive $25 million against the services rendered. Credit Suisse will become entitled to receive a transaction fee of at least $38 million from Worldpay. Doug Cogen, David Micgaels and Cris Gorman of Fenwick & West acted as legal advisors to Centerview Partners. Philip Richter, Roy Tannenbaum and Asiya M. Ubaid of Fried Frank acted as the legal advisors to Goldman Sachs. Stuart Rogers of Alston & Bird LLP acted as legal advisor for Credit Suisse.

Fidelity National Information Services, Inc. (NYSE:FIS) completed the acquisition of Worldpay, Inc. (NYSE:WP) on July 31, 2019. Effective upon completion of the merger, all of the directors of Worldpay ceased serving as directors of Worldpay and all of the executive officers of Worldpay ceased serving in their capacity as executive officers of Worldpay, other than as follows: Mark Heimbouch, President and Chief Operating Officer at Worldpay, will serve as Worldpay's President, Merchant Solutions. Charles Drucker, Worldpay's Chief Executive Officer and Stephanie Ferris, Worldpay's Chief Financial Officer have agreed to continue to serve in their current roles as officers of Worldpay. Key leaders from Worldpay will also remain with the company.