The acquisition and integration of Worldpay involves a number of risks. The combination of two independent businesses is complex, costly and time consuming, and we will be required to devote significant management attention and resources to integrating the business practices and operations of Worldpay. Potential difficulties that we may encounter as part of the integration process include the following:
- The inability to successfully combine the business of Worldpay in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the acquisition;
- Complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other stakeholders (with such complexities heightened because we are managing the separation of our Issuer Solutions business, which was recently divested to FIS, at the same time we are managing the integration of Worldpay);
- Our ability to retain personnel after the Worldpay Acquisition, including Worldpay's key management, who may be critical to our future operations, which could disrupt our operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs;
- Our ability to manage the combined, now significantly larger, Merchant Solutions business, including challenges related to management and monitoring of new operations and the associated increased costs and complexity of the combined business;
- Our ability to realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Worldpay Acquisition;
- Potential adverse reactions or changes to business relationships resulting from the Worldpay Acquisition, including as it relates to our or Worldpay's ability to successfully renew existing client contracts on favorable terms or at all and obtain new clients;
- Potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition; and
- Diversion of the attention of management and the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies.
Any of these factors could affect our ability to maintain relationships with customers, suppliers, employees and other stakeholders or achieve the anticipated benefits of the Worldpay Acquisition, which could adversely affect our business, financial condition, results of operations and cash flows.