FIS agrees to sell majority stake in Worldpay to buyout group for up to $18.5bn

New York: US financial technology group Fidelity National Information Services has agreed to sell a majority stake in its merchant payments arm Worldpay to private equity firm GTCR for up to $18.5 billion in one of the largest corporate carve-outs in history.

The deal will in effect unwind FIS’s $30 billion-plus acquisition of Worldpay in 2019 and marks a shift in strategy after it told investors in February it planned to spin off the unit to stockholders.

The Financial Times reported last week that FIS was in talks with GTCR and Advent International to sell a majority stake in Worldpay. GTCR ultimately prevailed in an auction that FIS’s advisers — Goldman Sachs, JPMorgan and Centerview Partners — presented to several large buyout firms, said two sources familiar with the matter.

FIS will receive $11.7 billion in cash and retain a 45 percent stake in Worldpay. It plans to use the cash to pay down debt and fund share buybacks, the Florida-based company said on Thursday.

“This transaction allows FIS to partially monetise our merchant solutions business at an attractive valuation and provides certainty for all stakeholders,” chief executive Stephanie Ferris said in a statement.

GTCR is valuing Worldpay at 9.8 times its expected fiscal 2023 adjusted earnings before interest, taxation, depreciation and amortisation for an upfront valuation of $17.5 billion. The purchase price could reach $18.5 billion based on the returns the firm earns from the deal. FIS will also benefit as a large minority shareholder from any future increase in Worldpay’s value.

FIS shares were down 2.7 percent in morning trading on Thursday in New York alongside a broader market sell-off, but jumped 6 percent on Monday after the FT’s initial report.

Chicago-based GTCR has long invested in the payments sector and even sold a business to Worldpay for more than $1 billion in 2010. Thursday’s acquisition is the largest in the firm’s history, said sources familiar with the matter.

Collin Roche, co-chief executive of GTCR, said in a statement that the firm had “tremendous confidence in the opportunity for sustained, long-term growth at Worldpay”.

The deal marks a return to private equity ownership for Worldpay, which was acquired by Advent and Bain Capital in 2010 from the Royal Bank of Scotland for $3 billion as part of the lender’s financial crisis bailout.

The firms listed the company on the London Stock Exchange in 2015, earning billions in the process. Vantiv, which Advent had carved out of US regional lender Fifth Third Bank, merged with Worldpay two years later in a deal that then valued the combined entity at more than £22.2 billion.

FIS bought Worldpay in 2019 as a wave of consolidation hit the payments industry and it sought to expand its footprint in the payments industry.

However, FIS struggled to combine the two businesses and last year came under pressure from activist investors such as DE Shaw to review its strategy.

The private equity firm will finance its purchase roughly half with debt and half with equity, said sources familiar with the matter.

The majority of GTCR’s equity commitment will come from two of its funds, and be split about evenly between its $7.9 billion Fund XIII, raised in 2020, and its $11.5 billion Fund XIV, which was closed in May, said a source familiar with the matter. Large GTCR investors will also invest directly in the Worldpay deal as co-investors.

A group of large banks including JPMorgan, Goldman, Citigroup, Wells Fargo, UBS and Deutsche Bank have lined up a debt financing package.

It is a signal of lenders’ return to financing large private equity buyouts. Many banks had for the most part demurred from financing takeovers after several “hung deals” where they struggled to offload the debt to third-party investors.