Financial technology companies Fidelity National Information Services Inc. and Worldpay Inc. have agreed to merge in a cash-and-stock deal that values Worldpay at an enterprise value of about $43 billion, including the assumption of Worldpay debt, which Fidelity expects to refinance.
Under the terms of the deal, Worldpay shareholders will receive 0.9287 of a Fidelity share and $11.00 in cash for each Worldpay share held. Upon closing, Fidelity shareholders will own about 53% and Worldpay shareholders will own about 47% of the combined company.
The combined company will have pro forma 2018 annual revenue of approximately $12.3 billion and adjusted EBITDA of $4.9 billion. In addition, Fidelity expects organic revenue growth outlook to 6% to 9% through 2021, in conjunction with $700 million of total EBITDA synergies from combined revenue and expense opportunities over the next three years.
The deal is also expected to result in $500 million of revenue synergies, $400 million of run-rate expense synergies and nearly $4.5 billion of free cash flow in three years.
Fidelity expects to retain its investment grade credit ratings of Baa2 / BBB and reduce its leverage to approximately 2.7x in 12 to 18 months.
The combined company's board will consist of 12 members, with seven coming from Fidelity's board and five from Worldpay's board. Gary Norcross will continue as Fidelity chairman, president and CEO, while Worldpay Executive Chairman and CEO Charles Drucker will serve as executive vice chairman of the board.
The combined company will retain the FIS name and will be headquartered in Jacksonville, Fla.
The deal is subject to regulatory and shareholder approvals and other customary closing conditions and is expected to close in the second half.
Centerview Partners LLC and Goldman Sachs & Co. LLC acted as financial advisers to Fidelity, while Willkie Farr & Gallagher LLP served as its legal adviser. Credit Suisse acted as financial adviser to Worldpay, with Skadden Arps Slate Meagher & Flom LLP as its legal adviser.