Key facts
- Capco to become an independent
company.
- FIS will receive cash proceeds of $477
million.
- CD&R to acquire 60 percent equity
interest; FIS to retain 40 percent.
FIS™ (NYSE: FIS), a global leader in financial services
technology, and Clayton, Dubilier & Rice (CD&R) today
announced a definitive agreement in which FIS will sell a majority
ownership stake in Capco to CD&R, establishing Capco as an
independent company.
FIS will sell approximately 60 percent equity interest in its
Capco business to CD&R funds and receive net cash proceeds of
$477 million. Upon closing, FIS will also retain approximately 40
percent equity interest in the business. The transaction, which
includes other consulting-related assets, is expected to close by
early third quarter, subject to required regulatory approvals and
customary closing conditions.
Capco, the public brand for FIS’ management consulting offering,
is a global consulting organization specializing in business,
digital and technology consulting services for the financial
services industry. Upon closing, Capco will become a privately held
company operating under the Capco name. CD&R Operating Partner
Russ Fradin, the former chief executive officer (CEO) of SunGard,
will serve as Chairman of the independent Capco company. Lance Levy
will continue to serve as Capco CEO.
“CD&R’s investment will enhance Capco’s ability to grow and
expand its market offerings while maintaining its market leading
transformation services,” said Gary Norcross, president and chief
executive officer, FIS. “FIS’ ongoing minority ownership enables
our clients to continue to benefit from the relationship, while we
focus investment on our IP-led solutions.”
“We are pleased to be partnering with FIS and to support and
invest in Capco as a dynamic and highly-respected independent
enterprise,” said CD&R Operating Partner Russ Fradin. “Capco’s
many underlying strengths, which include a highly skilled team of
consultants, a passion for problem solving and delivering value to
clients, and a reputation for exceptional service, provide a solid
foundation for continued success.”
“As an independent enterprise, we will remain laser focused on
delivering the highest levels of service and value to our clients,”
said Capco CEO Lance Levy. “CD&R’s investment and support is a
big win for us - they will accelerate the expansion of our market
offerings and coverage, and will provide Capco access to business
insights and skills to drive the next phase of our growth.”
FIS expected the consulting business to contribute $0.11 – $0.12
to second half 2017 adjusted EPS and anticipates cash proceeds, net
of taxes and deal-related expenses, of approximately $445
million.
Centerview Partners LLC acted as financial advisor to FIS.
Willkie Farr & Gallagher LLP served as FIS’ legal advisors in
the transaction. CD&R has obtained committed financing from
Barclays; Credit Suisse; BMO Capital Markets; HSBC Securities (USA)
INC. and HSBC Bank USA, National Association; and Natixis, New York
Branch. Barclays, BMO Capital Markets, Credit Suisse, HSBC
Securities (USA) INC., and Peter J. Solomon Company, an affiliate
of Natixis, acted as financial advisors to CD&R. Debevoise
& Plimpton LLP served as CD&R’s legal advisor in the
transaction.
About FIS
FIS is a global leader in financial services technology, with a
focus on retail and institutional banking, payments, asset and
wealth management, risk and compliance, consulting, and outsourcing
solutions. Through the depth and breadth of our solutions
portfolio, global capabilities and domain expertise, FIS serves
more than 20,000 clients in over 130 countries. Headquartered in
Jacksonville, Fla., FIS employs more than 57,000 people worldwide
and holds leadership positions in payment processing, financial
software and banking solutions. Providing software, services and
outsourcing of the technology that empowers the financial world,
FIS is a Fortune 500 company and is a member of Standard &
Poor’s 500® Index. For more information about FIS, visit
www.fisglobal.com.
Follow FIS on Facebook (facebook.com/FIStoday) and Twitter
(@FISGlobal).
About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice is a private
investment firm. Since inception, CD&R has managed the
investment of more than $22 billion in 72 companies representing a
broad range of industries with an aggregate transaction value of
more than $100 billion. The Firm has offices in New York and
London. For more information, visit www.cdr-inc.com.
Forward-Looking Statements
This press release may contain statements, estimates or
projections that constitute “forward-looking statements” pursuant
to the safe harbor provisions of the U.S. federal securities laws.
Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “will” and similar expressions identify
forward-looking statements, which generally are not historical in
nature. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from FIS’ historical experience and our present expectations or
projections. These risks include, but are not limited to, changes
in general economic, business and political conditions,
developmental and conversion delays or disruptions inherent with
new software products, technology and outsourcing solutions, and
risks of reduction in revenue from the elimination of existing and
potential customers due to consolidation in or new laws or
regulations affecting the banking, retail and financial services
industries, changes in the growth rates of the markets for our
solutions, and other risks detailed in our filings with the
Securities and Exchange Commission (SEC), including the “Risk
Factors” section of our Annual Report on Form 10-K for the year
ended December 31, 2016, and subsequent SEC filings. You should not
place undue reliance on forward-looking statements, which speak
only as of the date they are made. FIS undertakes no obligation to
publicly update or revise any forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170523005774/en/
FISKim Snider, 904.438.6278Senior Vice PresidentFIS
Global Marketing and Corporate
Communicationskim.snider@fisglobal.comorPeter Gunnlaugsson,
904.438.6603Senior Vice PresidentFIS Investor
Relationspete.gunnlaugsson@fisglobal.comorCD&RTom
Franco, 212.407.5225tfranco@cdr-inc.comorDan Jacobs,
212.407.5218djacobs@cdr-inc.com
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