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fds20170403_8k.htm

 

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): April 3, 2017

 

FactSet Research Systems Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

  

1-11869

  

13-3362547

(State or other jurisdiction of

  

(Commission

  

(I.R.S. Employer

incorporation or organization)

  

File Number)

  

Identification Number)

         

601 Merritt 7

Norwalk, Connecticut 06851

(Address of principal executive offices)

 

(203) 810-1000

(Registrant’s telephone number, including area code)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

Item 7.01 Regulation FD Disclosure

 

On April 3, 2017, FactSet Research Systems Inc. issued a press release updating its business outlook for the third quarter of fiscal 2017 in conjunction with the announcement of the completion of its acquisition of Interactive Data Managed Solutions.

 

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d)

Exhibits. 

 

Exhibit No.

  

Description

     

99.1

  

Press Release, dated April 3, 2017

 

 

 

 

 

SIGNATURES

 

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, hereunto duly authorized.

 

       

FACTSET RESEARCH SYSTEMS INC.

(Registrant)

       

Date: April 3, 2017

      

By:

  

/s/ Maurizio Nicolelli

           

Maurizio Nicolelli

           

Senior Vice President, Chief Financial Officer

             
           

(Principal Financial Officer)

 

 

 

 

Exhibit No.

  

Description

   

99.1

  

Press Release, dated April 3, 2017

 

 

ex99-1.htm

Exhibit 99.1

  

 

News Release

 

 

 

FactSet Completes Acquisition of Interactive Data Managed Solutions, Wealth Management Solutions Provider

 

NORWALK, Connecticut, April 3, 2017 – FactSet (NYSE:FDS | NASDAQ:FDS), a global provider of integrated financial information, analytical applications, and industry-leading service, today announced that it has completed its acquisition of the Interactive Data Managed Solutions business (IDMS) from Intercontinental Exchange (NYSE: ICE). With a client base of more than 700 financial institutions across Europe and the United States, IDMS is a leading managed solutions and portal provider helping clients adapt to the wealth industry’s digital transformation.

 

First announced on January 27, 2017, the transaction expands FactSet’s solutions for the wealth management industry across key workflows and functions, at a time of great digital transformation. The IDMS business offers customizable web-based portals and APIs, critical areas of investment for wealth management organizations as well as the entirety of the financial services industry as they focus on an enhanced digital strategy. In addition, IDMS offers real-time market data desktops and a broad range of mobile solutions to advisors and their clients. FactSet Digital Solutions, which will be the new name for IDMS, in combination with FactSet’s existing capabilities and extensive financial data coverage, will establish FactSet as a leading end-to-end provider of content and digital solutions for the financial services industry.

 

The last twelve months revenues, as of February 28, 2017, for the IDMS business were $68 million. IDMS is expected to be accretive by $0.03 to adjusted diluted EPS for FactSet’s fiscal 2017.

 

Updated Business Outlook for the Third Quarter of Fiscal 2017

 

The following forward-looking statements reflect FactSet’s expectations as of today’s date and include the acquisition of IDMS. Given the risk factors, uncertainties and assumptions discussed below, actual results may differ materially. FactSet does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

 

 

●

Revenues are now expected to be in the range of $311 million and $317 million. IDMS is expected to add approximately $10 million in third quarter revenues.

 

 

●

GAAP operating margin is now expected to be in the range of 29% and 30%. Adjusted operating margin is now expected to be in the range of 31% and 32%. Both GAAP and adjusted operating margins include a 90 basis point reduction from IDMS.

 

 

●

The annual effective tax rate is now expected to be in the range of 25% and 26%.

 

 

●

GAAP diluted EPS is now expected to be in the range of $1.68 and $1.74. Adjusted diluted EPS is now expected to be in the range of $1.81 and $1.87. The midpoint of the adjusted diluted EPS range represents 12% growth over the prior year.

 

Citigroup Global Markets Inc. acted as financial advisor and Shearman & Sterling LLP acted as legal advisor to ICE on this transaction. Jones Day acted as legal advisor to FactSet on this transaction.

 

For more detail about the advantages of FactSet’s solutions for wealth management, visit http://www.factset.com/products/wealth.

 

About FactSet

 

FactSet (NYSE:FDS | NASDAQ:FDS) delivers superior analytics, service, content, and technology to help more than 85,000 users see and seize opportunity sooner. We are committed to giving investment professionals the edge to outperform, with fresh perspectives, informed insights, and the industry-leading support of our dedicated specialists. We're proud to have been recognized with multiple awards for our analytical and data-driven solutions and repeatedly ranked as one of Fortune's 100 Best Companies to Work For and a Best Workplace in the United Kingdom and France. Subscribe to our thought leadership blog to get fresh insight delivered daily at insight.factset.com. Learn more at www.factset.com and follow on Twitter: www.twitter.com/factset.

 

 
 
 

 

News Release

 

 

 

FactSet

Media Relations Contact:

Amy Bowman

203.810.2144

Abowman@factset.com 

 

Investor Relations Contact:

Rima Hyder

857.265.7523

Rima.hyder@factset.com