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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
March 27, 2008
Fidelity National
Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia |
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58-2606325 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrants Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
Update
on LPS Spin-off. On March 27, 2008, the Companys newly-formed subsidiary,
Lender Processing Services, Inc. (LPS, Inc.), filed a Form 10 registration statement with the
Securities and Exchange Commission in connection with the proposed spin-off of the Companys Lender
Processing Services operations. As detailed in the Form 10, the Company plans to contribute all of
its interest in the assets, liabilities, businesses and employees related to those operations as of
the date of the spin-off to LPS, Inc., in exchange for additional shares of common stock of LPS,
Inc. and up to $1.6 billion in new debt obligations of LPS, Inc. Following this contribution, the
Company expects to distribute all the shares of LPS, Inc. to its shareholders and exchange the new
LPS, Inc. debt obligations for an equal principal amount of its own existing debt. The nature,
amount and terms of the new LPS, Inc. debt obligations will be determined closer to the date of the
spin-off. This debt may consist of one loan or a combination of loans under a new credit agreement,
which may be secured or unsecured and issued in one or more tranches, or senior or subordinated
notes issued under an indenture. The Company is continuing to discuss the structure of the new debt with its existing lenders and the rating agencies with a goal of minimizing the incremental financing costs to the Company and LPS and achieving a desirable capital structure for both companies.
Some or all of the new debt is expected to be structured to
constitute debt securities for federal tax law purposes.
In January 2008, the Company filed a ruling request with the IRS regarding the tax-free nature
of the LPS, Inc. spin-off. It is expected that the spin-off will be tax-free to the Company and
its shareholders and the debt-for-debt exchange will be tax-free to the Company. Completion of the
spin-off is contingent upon the satisfaction or waiver of a variety of conditions, including final
approval of the spin-off and all related arrangements by our Board of Directors. The completion of
the proposed spin-off is also subject to risks and uncertainties including but not limited to those
associated with the Companys
ability to contribute the LPS segment assets and liabilities to LPS, Inc., the ability of LPS,
Inc. to complete the debt exchange in the manner currently contemplated, the possibility that
necessary governmental approvals or actions (from the IRS, the SEC or other authorities) will not
be obtained, and market conditions for the proposed new LPS, Inc. debt and the spin-off.
The Form 10 contains further information about LPS, Inc. and the proposed spin-off, including
financial statements and risk factors.
Comment on Recent NYAG Appraisal Settlement with Fannie Mae and Freddie Mac. As
disclosed in the Form 10, various aspects of our businesses are subject to federal, state and
foreign regulation. The sharp rise in home foreclosures that started in the United States during
the fall of 2006 and has accelerated in 2007 and 2008 has begun to result in investigations and
lawsuits against various parties commenced by various governmental authorities and third parties.
It has also resulted in governmental review of aspects of the mortgage lending business, which may
lead to greater regulation in areas such as appraisals, default management, loan closings and
regulatory reporting. Such actions and proceedings could have adverse consequences that could
affect our business.
Over the last few months, the New York Attorney General has been conducting an inquiry into
various practices in the mortgage market, including a review of the possibility that conflicts of
interest have in some cases affected the accuracy of property appraisals. Recently, the NYAG
announced a resolution of a portion of this inquiry with respect to Federal National Mortgage
Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). Under
agreements entered into with the NYAG, Fannie Mae and Freddie Mac each committed to adopt a new
Home Valuation Code of Conduct. This Code establishes requirements governing appraiser selection,
compensation, conflicts of interest and corporate independence, among other matters. Both Fannie
Mae and Freddie Mac have agreed that they will not purchase any single family mortgage loans, other
than government-insured loans, originated after January 1, 2009 from mortgage originators that have
not adopted the Code with respect to such loans. Among other things, the Code prohibits mortgage
lenders from utilizing any appraisal report prepared by an appraiser employed by the lender, an
affiliate of the lender, a real estate settlement services provider or an affiliate of a real
estate settlement services provider.
The Code is subject to a comment period that expires on April 30, 2008. The Company intends
to participate in the comment process. At this time, the Company is unable to predict the ultimate
effect of the Code on its business or results of operations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Fidelity National Information Services, Inc.
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Date: March 27, 2008 |
By: |
/s/ Jeffrey S. Carbiener |
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Name: Jeffrey S. Carbiener Title: Executive Vice President and
Chief Financial Officer |
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