FIS Accelerates Path to Create Two Highly Focused Independent Companies; Announces Agreement for GTCR to Acquire Majority Stake in Worldpay at $18.5 Billion Valuation

FIS, a global leader in financial services technology, has announced an acceleration of its separation plan to create two highly focused global companies. This plan includes selling a majority stake in its Worldpay Merchant Solutions business to private equity funds managed by GTCR, valuing Worldpay at $18.5 billion.

The transaction will provide immediate proceeds for FIS, with an upfront valuation of $17.5 billion. FIS will retain a non-controlling 45% ownership interest in a new standalone joint venture. The transaction is expected to close by Q1 2024, subject to regulatory approvals and other customary closing conditions.

The agreement will enable greater management focus and operational simplification for both FIS and Worldpay. The upfront cash proceeds will create immediate capital allocation flexibility for FIS, allowing them to pay down debt, return additional capital to shareholders, and pursue general corporate purposes. GTCR has committed an additional equity capital investment of up to $1.25 billion in Worldpay to pursue inorganic growth opportunities.

FIS CEO and President Stephanie Ferris stated that this transaction allows FIS to monetize its Merchant Solutions business and drive greater focus on delivering innovative financial technology and software solutions. Ferris also emphasized the benefits that Worldpay will gain as a privately held company, with access to the resources and expertise of GTCR to pursue growth in the rapidly evolving payments space.

The CEO of Worldpay, Charles Drucker, expressed excitement about the new separation path, which positions Worldpay for immediate success. Drucker believes that Worldpay, backed by GTCR's resources and expertise, will define the future of merchant payment solutions.

Collin Roche, Co-CEO and Managing Director at GTCR, expressed enthusiasm about working with Worldpay's leadership team to build on the company's culture of innovation. GTCR aims to invest in new capabilities and advance Worldpay's leadership position across channels and geographies.

Worldpay, one of the largest global merchant acquirers by transactions, with $2 trillion in payments volume in 2022, will remain a leader in commerce solutions for merchants of all sizes. FIS will continue to provide financial technology solutions for financial institutions, capital markets firms, corporates, and developers globally.

FIS and Worldpay will enter into commercial agreements to preserve a key value proposition for their clients and minimize potential dis-synergies. These agreements will allow Worldpay to continue accessing FIS products to resell to its clients and FIS to retain access to Worldpay's portfolio of commercial clients to resell its embedded finance offerings.

The transaction values Worldpay at $18.5 billion, including $1 billion in additional consideration contingent on the returns realized by GTCR exceeding certain thresholds. The upfront valuation of $17.5 billion represents a 9.8-times multiple on expected fiscal 2023 adjusted EBITDA. FIS expects leverage to be approximately 2.5-times based on 2023 Adjusted EBITDA upon close.

FIS expects to be above the mid-point of its guidance for revenue, adjusted EBITDA, and adjusted earnings per share for the second quarter of 2023.

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.

FIS is a leading provider of technology solutions for financial institutions and businesses globally. The company enables the movement of commerce by unlocking financial technology that powers the world's economy. FIS is headquartered in Jacksonville, Florida, and is a member of the Fortune 500 and the Standard & Poor's 500 Index.

GTCR is a leading private equity firm focusing on transformative growth in companies across various sectors. The firm has invested over $24 billion in more than 270 companies and currently manages over $35 billion in equity capital.

This press release contains forward-looking statements, and readers should not place undue reliance on them. Actual results may differ materially from those expressed in the forward-looking statements due to various factors, including economic, business, and political conditions, as well as regulatory approvals and other closing conditions.

In summary, FIS has accelerated its separation plan to create two highly focused global companies. The agreement to sell a majority stake in Worldpay Merchant Solutions to GTCR will provide immediate proceeds for FIS and enable greater management focus and operational simplification for both companies. Worldpay will benefit from GTCR's resources and expertise to pursue growth in the payments space, while FIS will continue to provide financial technology solutions globally.