8-KMaterial AgreementsExhibits & Filings

FISERV INC 8-K Report, Material Agreement (Dec 21, 2004)

Filed December 21, 2004For Securities:FISV

Summary

Fiserv, Inc. has entered into a material definitive agreement to sell its subsidiary, BHC Investments, Inc., to National Financial Services LLC. The transaction is valued at approximately $349 million in cash at closing, with an additional contingent payment of up to $15 million tied to future revenue performance. This divestiture is expected to be completed in the first quarter of 2005, subject to regulatory approvals and other customary closing conditions. While the sale represents a significant cash inflow for Fiserv, investors should note that the company will retain certain liabilities associated with BHC, including those related to the ongoing SEC investigation into its subsidiary, Fiserv Securities, Inc. This indicates that while Fiserv is shedding a business unit, it is not entirely absolving itself of all related historical risks. The net impact on Fiserv's financial position will depend on the final purchase price after adjustments and the achievement of the contingent payment.

Key Highlights

  • 1Fiserv, Inc. to sell subsidiary BHC Investments, Inc. to National Financial Services LLC.
  • 2Transaction value of approximately $349 million in cash, subject to post-closing adjustments.
  • 3Potential for an additional contingent payment of up to $15 million based on revenue targets.
  • 4Sale expected to close in the first quarter of 2005.
  • 5Transaction is subject to customary closing conditions, including regulatory approvals.
  • 6Fiserv will retain certain liabilities of BHC, including those related to the SEC investigation of Fiserv Securities, Inc.

Frequently Asked Questions

Fiserv is selling its subsidiary, BHC Investments, Inc., to National Financial Services LLC for approximately $349 million in cash at closing, plus a potential additional payment of up to $15 million based on future revenue performance.

The transaction is anticipated to be completed in the first quarter of 2005, pending the satisfaction of customary closing conditions, including obtaining necessary regulatory approvals.

Fiserv will retain certain liabilities associated with BHC, notably those connected to the previously announced Securities and Exchange Commission investigation into its subsidiary, Fiserv Securities, Inc.

The contingent payment of up to $15 million is a performance-based incentive that Fiserv could receive after the first anniversary of the closing date, provided that BHC achieves specific revenue targets under its new ownership.