Obligation Fiservia Corp 4.4% ( US337738AV08 ) en USD

Fiservia Corp

79.1775 % ▼

Etats-unis

US337738AV08 ( en USD )

4.4% par an ( paiement semestriel )

30/06/2049

Prospectus brochure de l'obligation Fiserv Inc US337738AV08 en USD 4.4%, échéance 30/06/2049

2 000 USD

2 000 000 000 USD

337738AV0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/07/2026 ( Dans 144 jours )

Fiserv Inc. est une société américaine de services technologiques financiers offrant des solutions de paiement, de traitement des transactions et de gestion de la relation client aux institutions financières et aux entreprises à travers le monde.

L'Obligation émise par Fiservia Corp ( Etats-unis ) , en USD, avec le code ISIN US337738AV08, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2049

L'Obligation émise par Fiservia Corp ( Etats-unis ) , en USD, avec le code ISIN US337738AV08, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Fiservia Corp ( Etats-unis ) , en USD, avec le code ISIN US337738AV08, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-227436
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Amount to be
Maximum Aggregate
Amount of
Securities to Be Registered
Registered
Offering Price
Registration Fee(1)
2.750% Senior Notes Due 2024
$2,000,000,000
$2,000,000,000
$242,400
3.200% Senior Notes Due 2026
$2,000,000,000
$2,000,000,000
$242,400
3.500% Senior Notes Due 2029
$3,000,000,000
$3,000,000,000
$363,600
4.400% Senior Notes Due 2049
$2,000,000,000
$2,000,000,000
$242,400
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated September 20, 2018)
$9,000,000,000
$2,000,000,000 2.750% Senior Notes due 2024
$2,000,000,000 3.200% Senior Notes due 2026
$3,000,000,000 3.500% Senior Notes due 2029
$2,000,000,000 4.400% Senior Notes due 2049
We are offering $2,000,000,000 principal amount of our 2.750% Senior Notes due 2024 (the "2024 notes"), $2,000,000,000 principal amount of our 3.200% Senior Notes due 2026 (the
"2026 notes"), $3,000,000,000 principal amount of our 3.500% Senior Notes due 2029 (the "2029 notes") and $2,000,000,000 principal amount of our 4.400% Senior Notes due 2049 (the
"2049 notes" and, together with the 2024 notes, the 2026 notes and the 2029 notes, the "notes"). The 2024 notes will mature on July 1, 2024, the 2026 notes will mature on July 1, 2026, the
2029 notes will mature on July 1, 2029 and the 2049 notes will mature on July 1, 2049. We will pay interest on the notes semi-annually in arrears on January 1 and July 1 of each year,
beginning on January 1, 2020.
We may, at our option, redeem each series of the notes, in whole or in part, at any time and from time to time at the applicable redemption price described in this prospectus supplement
in "Description of the Notes--Optional Redemption." We may also redeem each series of the notes at our option, in whole but not in part, at the applicable redemption price described in this
prospectus supplement if certain tax events occur as described in "Description of the Notes--Optional Tax Redemption." We must offer to repurchase the notes upon the occurrence of a
change of control triggering event at the price described in this prospectus supplement in "Description of the Notes--Purchase of Notes upon a Change of Control Triggering Event."
On January 16, 2019, we entered into a merger agreement (the "merger agreement"), pursuant to which we agreed to acquire First Data Corporation ("First Data"), a global leader in
commerce-enabling technology and solutions for merchants, financial institutions, and card issuers (the "merger"). We intend to use the net proceeds from this offering, together with
borrowings under our term loan facility and revolving credit facility (each as defined herein) and the proceeds of our planned European offering (as defined herein), if any, to refinance certain
outstanding indebtedness of First Data and its subsidiaries on the closing date of the merger, make cash payments in lieu of fractional shares as part of the merger consideration, and pay fees
and expenses related to the merger, the refinancing, and the related transactions. We intend to use any remaining net proceeds for general corporate purposes. Pending such uses, we may
invest the net proceeds from this offering temporarily in investment grade securities, money market funds, bank deposit accounts or similar short-term investments, or use such net proceeds to
repay outstanding borrowings under our revolving credit facility.
The offering of the notes is not conditioned upon the consummation of the merger; however, if (i) the merger has not been consummated pursuant to the merger agreement, as amended
or otherwise modified from time to time, on or prior to April 16, 2020 (or such later date as extended by agreement of the parties to the merger agreement, the "outside date"), (ii) on or prior
to the outside date, the merger agreement is terminated in accordance with its terms or by agreement of the parties thereto, and the merger has not been consummated, or (iii) on or prior to the
outside date, we notify the trustee in writing that in our reasonable judgment the merger will not be consummated on or prior to the outside date, then we will be required to redeem all
outstanding notes on the special mandatory redemption date (as defined herein) at a special mandatory redemption price equal to 101% of the aggregate principal amount of the notes plus
accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date, as described under the heading "Description of the Notes--Special Mandatory Redemption" in
this prospectus supplement.
The notes will be our unsecured senior obligations and will rank equally with our other unsecured senior indebtedness from time to time outstanding.
Each series of the notes is a new issue of securities with no established trading market. We currently have no intention to apply to list the notes on any securities exchange or to seek
their admission to trading on any automated quotation system.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and the risk factors incorporated by reference into
this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Proceeds to
Price to
Underwriting
Fiserv, Inc., Before
Public(1)
Discounts
Expenses
Per 2024 note
99.832%
0.600%
99.232%
Per 2026 note
99.993%
0.625%
99.368%
Per 2029 note
99.832%
0.650%
99.182%
Per 2049 note
99.388%
0.875%
98.513%
Total
$8,979,220,000
$ 61,500,000
$
8,917,720,000
(1)
Plus accrued interest if any, from June 24, 2019, if settlement occurs after that date.
We expect to deliver the notes to investors in registered book-entry only form through the facilities of The Depository Trust Company ("DTC") on or about June 24, 2019. Beneficial
interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Clearstream Banking,
S.A., and Euroclear Bank S.A./N.V., as operator of the Euroclear System.
Joint Book-Running Managers
J.P. Morgan
Citigroup
Wells Fargo Securities
MUFG
PNC Capital Markets LLC
SunTrust Robinson Humphrey
TD Securities
US Bancorp
Co-Managers
BMO Capital Markets
Capital One Securities
Citizens Capital Markets
NatWest Markets
Credit Suisse
Mizuho Securities
Santander
BB&T Capital Markets
KeyBanc Capital Markets
Scotiabank
The Huntington Capital Markets
Comerica Securities
Samuel A. Ramirez & Company, Inc.
The date of this prospectus supplement is June 10, 2019.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
PROSPECTUS
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
S-iv
FORWARD-LOOKING STATEMENTS
2
FORWARD LOOKING STATEMENTS
S-v
FISERV, INC.
3
SUMMARY
S-1
RATIOS OF EARNINGS TO FIXED CHARGES
3
RISK FACTORS
S-12
USE OF PROCEEDS
3
USE OF PROCEEDS
S-17
DESCRIPTION OF DEBT SECURITIES
4
CAPITALIZATION
S-18
DESCRIPTION OF CAPITAL STOCK
10
SELECTED CONSOLIDATED FINANCIAL AND OPERATING
DESCRIPTION OF DEPOSITARY SHARES
12
DATA
S-20
DESCRIPTION OF WARRANTS
13
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED
DESCRIPTION OF PURCHASE CONTRACTS
14
FINANCIAL INFORMATION
S-21
DESCRIPTION OF UNITS
15
DESCRIPTION OF THE NOTES
S-22
SELLING SHAREHOLDERS
16
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-41
PLAN OF DISTRIBUTION
17
UNDERWRITING (CONFLICTS OF INTEREST )
S-46
WHERE YOU CAN FIND MORE INFORMATION
20
VALIDITY OF THE NOTES
S-52
LEGAL MATTERS
21
EXPERTS
S-52
EXPERTS
21
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is
the accompanying prospectus, which provides more general information, some of which may not apply to this offering. You should read the entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You Can
Find More Information" in this prospectus supplement and the accompanying prospectus. In the event that the description of the offering in this
prospectus supplement is inconsistent with the accompanying prospectus, you should rely on the information contained in this prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with different or additional information other than that
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have
authorized for use in connection with this offering. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus
supplement, the accompanying prospectus and any free writing prospectus filed by us with the SEC is accurate as of any date other than its respective
date. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
Unless specifically indicated, the information presented in this prospectus supplement does not give effect to the proposed merger, which is
currently expected to close in the second half of 2019. See "Prospectus Supplement Summary--Merger with First Data" in this prospectus supplement.
Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement to "we," "our," "us" and "Fiserv"
refer to Fiserv, Inc. a Wisconsin corporation, and its consolidated subsidiaries.
PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA retail investors  The notes are not intended to be offered, sold or
otherwise made available, and should not be offered, sold or otherwise made available, to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is one (or more of): (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or
materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000 (as amended, the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and those
persons in the United Kingdom who have professional experience in matters relating to investments who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "relevant
persons"). In the United
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Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the
accompanying prospectus, any related free writing prospectus or any other document or materials relating to the issue of the notes offered hereby relates
will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement, the accompanying prospectus, any related free writing prospectus or any other document or materials relating to the issue of the notes
offered hereby or any of their contents.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed with the SEC a registration
statement on Form S-3, including exhibits, with respect to the notes offered by this prospectus supplement. This prospectus supplement and the
accompanying prospectus are part of the registration statement, but do not contain all of the information included in the registration statement or the
exhibits. Our filings with the SEC are available to the public through the SEC's Internet site at http://www.sec.gov.
We are "incorporating by reference" specified documents that we file with the SEC, which means:
·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
·
we are disclosing important information to you by referring you to those documents; and
·
information we file with the SEC after the date of this prospectus supplement will automatically update and supersede information included
or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus supplement and before the end of the offering of the securities pursuant to this prospectus supplement:
·
our Annual Report on Form 10-K for the year ended December 31, 2018;
·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019;
·
our Current Reports on Form 8-K as filed with the SEC on each of January 16, 2019, January 18, 2019, February 7, 2019 (only the report
filed, not furnished, on this date), April 8, 2019, April 18, 2019, May 22, 2019 and June 10, 2019; and
·
the information in the Definitive Proxy Statement for our 2019 annual meeting filed with the SEC on April 9, 2019 that is incorporated by
reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Notwithstanding the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report
on Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference into this prospectus supplement.
You may request a copy of any of these filings, at no cost, by request directed to us at the following address or telephone number:
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(262) 879-5000
Attention: Secretary
You can also find these filings on our website at www.fiserv.com. We are not incorporating the information on our website other than these filings
into this prospectus supplement. We take no responsibility for First Data's filings with the SEC, and we are not incorporating by reference such filings
into this prospectus supplement or the accompanying prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference into this prospectus supplement and the
accompanying prospectus contain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation,
intent, contingency, future development or similar expression, and can generally be identified as forward-looking because they include words such as
"believes," "anticipates," "expects," "could," "should" or words of similar meaning. Statements that describe our future plans, objectives or goals are
also forward-looking statements. The forward-looking statements included or incorporated by reference into this prospectus supplement and the
accompanying prospectus involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results
to differ materially from our current expectations. The factors that could cause Fiserv's actual results to differ materially include, among others: the
possibility that Fiserv and First Data may be unable to achieve expected synergies and operating efficiencies from the merger within the expected time
frames or at all and to successfully integrate the operations of First Data into those of Fiserv; such integration may be more difficult, time-consuming or
costly than expected; revenues following the merger may be lower than expected, including for possible reasons such as unexpected costs, charges or
expenses resulting from the merger; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be greater than expected following the merger; the retention of certain key
employees; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of
any legal proceedings that may be instituted against Fiserv, First Data and others related to the merger agreement; unforeseen risks relating to liabilities
of Fiserv or First Data may exist; conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger
may not be obtained on the terms expected or on the anticipated schedule; the amount of the costs, fees, expenses and charges related to the merger,
including the costs, fees, expenses and charges related to any financing arrangements entered into in connection with the merger; and the parties' ability
to meet expectations regarding the timing, completion and accounting and tax treatments of the merger. Fiserv and First Data are subject to, among other
matters, changes in customer demand for their products and services; pricing and other actions by competitors; general changes in local, regional,
national and international economic conditions and the impact they may have on Fiserv and First Data and their customers and Fiserv's and First Data's
assessment of that impact; rapid technological developments and changes, and the ability of Fiserv's and First Data's technology to keep pace with a
rapidly evolving marketplace; the impact of a security breach or operational failure on Fiserv's and First Data's business; the effect of proposed and
enacted legislative and regulatory actions in the United States and internationally affecting the financial services industry as a whole and/or Fiserv and
First Data and their subsidiaries individually or collectively; regulatory supervision and oversight, and Fiserv's and First Data's ability to comply with
government regulations; the impact of Fiserv's and First Data's strategic initiatives; Fiserv's and First Data's ability to continue to introduce competitive
new products and services on a timely, cost-effective basis; the ability to contain costs and expenses; the protection and validity of intellectual property
rights; the outcome of pending and future litigation and governmental proceedings; acts of war and terrorism; and other factors identified in our Annual
Report on Form 10-K for the year ended December 31, 2018, our Form 8-K filed on June 10, 2019 and other documents that we file with the SEC. You
should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which
speak only as of the date of this prospectus supplement or the date of the incorporated document. We undertake no obligation to update forward-looking
statements to reflect events or circumstances occurring after the date of this prospectus supplement.
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SUMMARY
This summary highlights information contained or incorporated by reference into this prospectus supplement and the accompanying
prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus supplement,
including the "Risk Factors" section beginning on page S-12 of this prospectus supplement, the accompanying prospectus and the information
incorporated by reference carefully before making a decision to invest in our notes.
Company Overview
Fiserv
We are a leading global provider of financial services technology. We are publicly traded on the NASDAQ Global Select Market and part of
the S&P 500 Index. We serve over 12,000 clients worldwide, including banks, credit unions, investment management firms, leasing and finance
companies, billers, retailers and merchants. We provide account processing systems; electronic payments processing products and services, such as
electronic bill payment and presentment services, account-to-account transfers, person-to-person payments, debit and credit card processing and
services, and payments infrastructure services; internet and mobile banking systems; and related services, including card and print personalization
services, item processing and source capture services, loan origination and servicing products, and fraud and risk management products and
services. Most of the services we provide are necessary for our clients to operate their businesses and are, therefore, non-discretionary in nature.
Our operations are principally located in the United States, where we operate data and transaction processing centers, provide technology support,
develop software and payment solutions, and offer consulting services. In 2018, we had $5.8 billion in total revenue, $1.8 billion in operating
income and $1.6 billion of net cash provided by operating activities from continuing operations. In the first quarter of 2019, we had $1.5 billion in
total revenue, $373 million in operating income and $373 million of net cash provided by operating activities from continuing operations.
We have grown our business by developing highly specialized product and service enhancements, extending our capabilities through
innovation, welcoming new clients, selling additional products and services to existing clients, and acquiring businesses that complement ours, all
of which have enabled us to deliver a wide range of integrated products and services and have created new opportunities for growth. Our operations
are reported in the Payments and Industry Products ("Payments") and Financial Institution Services ("Financial") business segments.
Our principal executive offices are located at 255 Fiserv Drive, Brookfield, WI 53045, and our telephone number is (262) 879-5000.
Payments
The businesses in our Payments segment provide financial institutions and other companies with the products and services required to
process electronic payment transactions and to offer their customers access to financial services and transaction capability through digital channels.
Financial institutions and other companies have increasingly relied on third-party providers for those products and services, either on a licensed
software or outsourced basis. This is driven by the increasing number of payment transactions being completed electronically as our clients'
customers seek the convenience of 24-hour digital access to their financial accounts. Within the Payments segment, we primarily provide electronic
bill payment and presentment services, internet and mobile banking software and services, account-to-account transfers, person-to-person payment
services, debit and credit card processing and services, payments infrastructure
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services, and other electronic payments software and services. Our businesses in this segment also provide card and print personalization services,
investment account processing services for separately managed accounts, and fraud and risk management products and services.
Financial
The businesses in our Financial segment provide financial institutions with the products and services they need to run their operations. By
licensing software from third parties or outsourcing their processing requirements by contracting with third-party processors, financial institutions
are typically able to reduce costs and enhance their products, services, capacity and capabilities. For example, the licensing of software reduces the
need for costly technical expertise within a financial institution, and outsourcing processing operations reduces the infrastructure and other costs
required to operate systems internally. Within the Financial segment, we provide financial institutions with account processing services, item
processing and source capture services, loan origination and servicing products, cash management and consulting services, and other products and
services that support numerous types of financial transactions. Many of the products and services that we sell are integrated with solutions from our
Payments segment such as electronic bill payment and presentment, internet and mobile banking, debit processing and network services, and
person-to-person payments.
Merger with First Data
Overview
On January 16, 2019, we entered into a definitive merger agreement to acquire all of the outstanding shares of First Data in an all-stock
transaction. Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Fiserv will be merged with and into First Data, with First
Data surviving the merger as a wholly owned subsidiary of Fiserv. First Data stockholders will receive 0.303 of a share of Fiserv common stock for
each share of First Data common stock.
We intend to use the net proceeds from this offering, together with borrowings under our term loan facility and revolving credit facility (each
as defined below) and the proceeds of our planned European offering (as defined below), if any, to refinance certain outstanding indebtedness of
First Data and its subsidiaries on the closing date of the merger, make cash payments in lieu of fractional shares as part of the merger consideration,
and pay fees and expenses related to the merger, the refinancing, and the related transactions. See "--First Data Merger Financing" and "Use of
Proceeds" in this prospectus supplement. We intend to use any remaining proceeds for general corporate purposes. Pending such uses, we may
invest the net proceeds from this offering temporarily in investment grade securities, money market funds, bank deposit accounts or similar short-
term investments, or use such net proceeds to repay outstanding borrowings under our revolving credit facility. This offering is not conditioned on
the consummation of the merger, but the notes will be subject to special mandatory redemption if the merger is not consummated.
We made customary representations, warranties and covenants in the merger agreement, including among others, a covenant to operate our
business in the ordinary course consistent with past practice in all material respects and to refrain from taking certain actions without First Data's
consent between execution of the merger agreement and consummation of the merger.
The merger was approved by the First Data stockholders on March 15, 2019 and the issuance of the relevant Fiserv common stock to the First
Data stockholders was approved by the Fiserv shareholders on April 18, 2019. The merger is currently expected to close during the second half of
2019 and remains subject to customary closing conditions, including, among others, the receipt of specified regulatory approvals or the expiration
or termination of applicable waiting periods, including the expiration or
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termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR").
The merger agreement contains certain termination rights for each of Fiserv and First Data, including, among others, the right of each party to
terminate the merger agreement if the merger has not been consummated by October 16, 2019 (as that date may be extended first to January 16,
2020 and then to April 16, 2020, in each case by either party under certain circumstances in which the requisite regulatory approvals have not been
obtained but all of the other closing conditions set forth in the merger agreement have been satisfied or waived). These provisions are subject to
amendment or waiver, including amendment or waiver of the termination date, by Fiserv and First Data.
The merger agreement provides that a termination fee equal to $665 million in cash is payable to First Data under certain circumstances,
including upon the termination of the merger agreement relating to the failure to obtain HSR clearance or approval under any antitrust or
competition law of the United States.
The merger agreement, including a summary of the termination provisions, is filed as an exhibit to our Annual Report on Form 10-K for the
year ended December 31, 2018, which is incorporated by reference into this prospectus supplement and the accompanying prospectus. See "Where
You Can Find More Information" in this prospectus supplement and the accompanying prospectus. The foregoing description of the merger and the
merger agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
First Data Merger Financing
In connection with the merger agreement, we entered into a bridge facility commitment letter pursuant to which a group of financial
institutions committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $17 billion (the "bridge
facility") for the purpose of refinancing certain outstanding indebtedness of First Data and its subsidiaries on the closing date of the merger, making
cash payments in lieu of fractional shares as part of the merger consideration, and paying fees and expenses related to the merger, the refinancing
and the related transactions.
On February 15, 2019, we entered into a new term loan credit agreement (the "term loan facility") with a syndicate of financial institutions,
pursuant to which such financial institutions have committed to provide us with a senior unsecured term loan facility in an aggregate principal
amount of $5.0 billion, consisting of $1.5 billion in commitments to provide loans with a three-year maturity and $3.5 billion in commitments to
provide loans with a five-year maturity. The aggregate principal amount of the commitments under the term loan facility have replaced a
corresponding amount of the commitments in respect of the bridge facility in accordance with the terms of the bridge facility commitment letter. As
a result, there are now $12.0 billion in bridge facility commitments remaining. The remaining commitments under the bridge facility will be further
reduced by the net proceeds from this offering and the net proceeds of any other offering of senior notes that we choose to undertake, including an
offering of Euro and/or Sterling denominated senior notes that we expect to undertake shortly after this offering (collectively, the "European
offering").
The availability of loans under the term loan facility is subject to the satisfaction or waiver of certain conditions that are substantially
consistent with the conditions to the funding of the bridge facility, including (i) the closing of the merger substantially concurrently with the
funding of such loans, (ii) the absence of a material adverse effect with respect to First Data since January 16, 2019, (iii) the truth and accuracy in
all material respects of certain representations and warranties, (iv) the receipt of certain certificates, and (v) the receipt of certain financial
statements. Loans made under the term loan facility will rank equally in right of payment with the notes.
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