Fidelity National Information Services, better known as FIS, said its board has formed a committee to review demands made by a Florida pension system stockholder that sued the company in federal court, alleging it violated federal securities laws and breached its fiduciary duties, among other infractions.
The Jacksonville, Florida-based payments processor disclosed the board move in its quarterly filing with the Securities and Exchange Commission Tuesday, also noting that the committee, formed on Aug. 25, has hired legal counsel to assist with a review of the demands made by the pension plaintiff and another litigant.
One of the demands was made by the City of Hialeah Employees' Retirement System, a stockholder that filed a derivative action against the company in U.S. District Court for the Middle District of Florida on Oct. 18. The pension system’s demand was similar to that of another stockholder that filed a derivative action against the company in April. In a derivative lawsuit, stockholders sue officers of a company on behalf of the company.
“The Board established a Demand Review Committee to consider the demands and make recommendations to the Board with respect to the demands, and the Demand Review Committee has hired independent counsel,” the 10-Q filing said. “The Board has made no final decision with respect to the demands and has not rejected the demands.”
FIS is based in Jacksonville, Florida. Hialeah is a Florida city located about 15 miles from Miami.
The demands include references to the company’s Worldpay merchant services unit, the filing said. That FIS unit was acquired in March 2019 for $35 billion in cash and stock, and the deal was worth $43 billion including the assumption of debt.
In July of this year, FIS said it would sell a 55% stake in Worldpay to the private equity firm GTCR for $11.7 billion. The transaction valued Worldpay at $17.5 billion with respect to “immediately” receiving proceeds, but if certain return targets are met, the buyer agreed to pay another $1 billion, valuing the business at $18.5 billion, according to a press release by FIS in July. That transaction is due to close early next year.
“The complaint, which names certain of the Company's current and former officers and directors as defendants, seeks to assert claims on behalf of the Company for violations of federal securities laws, breach of fiduciary duty, unjust enrichment, and contribution and indemnification, including with respect to Worldpay's valuation, integration, and synergies,” the quarterly filing said.
FIS CEO Stephanie Ferris took the company’s top post last December after Gary Norcross exited the role sooner than expected. Both are named as defendants in the latest derivative lawsuit filed by the pension system.
The litigants demanded “that the Board investigate and commence legal proceedings against officers and directors in connection with the purported wrongdoing,” the filing said. The stockholder plaintiff in the April lawsuit dismissed its derivative case, and sent a demand, the filing said.
In its Oct. 18 complaint in federal court last month, the Hialeah pension system alleged that FIS and its board represented that the Worldpay acquisition would provide “enormous financial returns, and that the combined company opened incredible opportunities for FIS to prosper and grow.” Nonetheless, the plaintiff goes on to allege that the FIS vision for Worldpay didn’t materialize and that ultimately “the integration of Worldpay was a failure.”
The pension system said in the lawsuit that it put a 24-page demand to the FIS board in July, asking the company to pursue an independent investigation of FIS officers and board directors “for their breaches of fiduciary duty and/or violations of state and federal securities laws” in connection with the Worldpay acquisition. The plaintiff also called on the company to “commence an action” against any of them who participated in “wrongdoing” related to the allegations and to recover damages.
The pension system argued in its 166-page lawsuit that FIS has “effectively” rejected its demand, citing regulatory filings in which the company said it would contest its demands. The law firm Saxena White is representing the pension system.
A consolidated class action by other pension funds, initially filed in March, makes similar allegations against FIS in the same federal court. FIS filed a motion to dismiss that case in September, arguing in part that the company had disclosed that unforeseen macroeconomic factors in 2022 changed the outlook for Worldpay. The company said in the quarterly filing this week that it plans to “vigorously” defend itself in the case.
An FIS spokesperson declined to provide additional comment.
Correction: This story has been updated to say that it was Worldpay that was valued at $17.5 billion, or $18.5 billion if certain return targets are met.