Worldpay, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-07-31: Form 8-K; Period of report 2019-07-31; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2019-07-24: Form 8-K; Period of report 2019-07-24; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2019-07-05: Form 8-K; Period of report 2019-07-05; Description 8.01 Other Events; Details 8.01.
- 2019-05-16: Form 8-K; Period of report 2019-05-16; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-07-31 | 8-K | 2019-07-31 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 As previously reported, Worldpay (through one of its subsidiaries) entered into that certain Indenture, dated as of December 21, 2017, by and among the Worldpay, LLC and Vantiv Issuer Corp. (together, the “Issuers”), the guarantors thereto, The Bank of New York Mellon Trust, as trustee, The Bank of New York Mellon SA/NV, as U.S. dollar paying agent and U.S. dollar transfer agent, The Bank of New York Mellon, London Branch, as sterling paying agent and sterling transfer agent, and The Bank of New York Mellon, Luxembourg Branch, as registrar (as supplemented by the First Supplemental Indenture, dated as of January 16, 2018 and as further supplemented by the Second Supplemental Indenture, dated as of March 30, 2018, the “US/UK Indenture”). 2.01 As a result of the Merger, each share of the Class A common stock, par value $0.00001 per share, of Worldpay (“Worldpay Class A Common Stock”) outstanding immediately prior to the Merger, except for (a) shares of Worldpay Class A Common Stock owned by Worldpay as treasury stock or otherwise owned by Worldpay, FIS or any of their respective subsidiaries (other than any Exception Shares (as defined in the Merger Agreement)) and (b) Dissenting Shares (as defined in the Merger Agreement), if any, was converted into the right to receive (i) 0.9287 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of FIS (“FIS Common Stock” and, such shares, the “Share Consideration”) with cash paid in lieu of fractional shares and (ii) $11.00 in cash (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”). 3.01 On July 31, 2019, in connection with the completion of the Merger, Worldpay notified its principal trading market, the New York Stock Exchange, that the Merger had occurred and each share of Worldpay Class A Common Stock outstanding immediately prior to the Merger was converted into the right to receive the Merger Consideration as set forth in the Merger Agreement (except for shares of Worldpay Class A Common Stock owned by Worldpay as treasury stock or otherwise owned by Worldpay, FIS or any of their respective subsidiaries (other than any Exception Shares (as defined in the Merger Agreement)) and Dissenting Shares (as defined in the Merger Agreement), if any). 3.03 The information disclosed in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information disclosed in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 (ii) Charles Drucker (Worldpay’s Chief Executive Officer) and Stephanie Ferris (Worldpay’s Chief Financial Officer) have agreed to continue to serve in their current rolls as officers of Worldpay until immediately following the filing of Worldpay’s Quarterly Report on Form 10-Q in respect of the second quarter of 2019 (on or about August 6, 2019). 5.03 Pursuant to the Merger Agreement, the certificate of incorporation of Worldpay that was in effect immediately prior to the effective time of the Merger was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement and, as so amended and restated, became the certificate of incorporation of Worldpay as the surviving corporation in the Merger. 8.01 On July 31, 2019, FIS issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d796318d8k.htm |
| 2019-07-24 | 8-K | 2019-07-24 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 24, 2019, Worldpay, Inc. (“Worldpay”) held a special meeting of its stockholders (the “Special Meeting”) in connection with the proposed business combination of Fidelity National Information Services, Inc. (“FIS”) and Worldpay (the “Merger”). 8.01 The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. | d779156d8k.htm |
| 2019-07-05 | 8-K | 2019-07-05 | 8.01 Other Events | 8.01 On July 5, 2019, the European Commission granted approval, without conditions, of the proposed merger (the “Merger”) between Fidelity National Information Services, Inc.(“FIS”) and Worldpay, Inc. (“Worldpay”) contemplated by the agreement and plan of merger (the “Merger Agreement”), dated March 17, 2019. | d774348d8k.htm |
| 2019-05-16 | 8-K | 2019-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Worldpay, Inc. (“Worldpay”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2019. | d746843d8k.htm |
| 2019-05-02 | 8-K | 2019-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2019, Worldpay, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2019. | a2019q1form8-k.htm |
| 2019-03-18 | 8-K | 2019-03-17 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 17, 2019, the compensation committee of the board of directors of Worldpay approved the amendment and restatement of the Worldpay, Inc. Executive Severance Plan, which plan covers Worldpay’s executive officers. | d722540d8k.htm |
| 2019-03-18 | 8-K | 2019-03-17 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 18, 2019, Worldpay, Inc. (“Worldpay”) released a presentation to investors about the Transaction (as defined below). 8.01 On March 18, 2019, Worldpay and Fidelity National Information Services, Inc. (“FIS”) issued a joint press release announcing that Worldpay and FIS have entered into an Agreement and Plan of Merger pursuant to which Worldpay will merge with a wholly-owned subsidiary of FIS, with Worldpay continuing as a wholly owned subsidiary of FIS (the “Transaction”). | d720414d8k.htm |
| 2019-02-26 | 8-K | 2019-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2019, Worldpay, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2018. | a2018q4form8-k.htm |