8-KMaterial AgreementsExhibits & Filings

FISERV INC 8-K Report, Material Agreement (Apr 21, 2009)

Filed April 21, 2009For Securities:FISV

Summary

This 8-K filing from Fiserv, Inc. (FISV), dated April 21, 2009, reports on significant amendments to the divestiture of its Fiserv Investment Support Services (ISS) operations. The company entered into new transaction agreements on April 15, 2009, with Robert Beriault Holdings, Inc. (Holdings) to sell the remaining ISS assets. This move follows a previous sale of a portion of ISS to TD AMERITRADE Online Holdings Corp. in February 2008. The restructuring aims to enhance the likelihood of closing the sale of the remaining ISS business, which includes investment administration services. The aggregate proceeds expected from this sale remain substantially similar to the original agreement, indicating no material change in the financial impact of this divestiture. Investors should note that the transactions are still subject to customary closing conditions and regulatory approvals, with a new termination date of December 31, 2009.

Key Highlights

  • 1Fiserv, Inc. entered into new agreements to sell the remaining Fiserv Investment Support Services (ISS) operations on April 15, 2009.
  • 2The sale is to Robert Beriault Holdings, Inc. ('Holdings'), an entity controlled by the current group president of ISS.
  • 3The previous agreement with Holdings, dated March 28, 2008, had a termination clause that expired on March 31, 2009, due to pending regulatory approvals.
  • 4New transaction agreements (a stock purchase and an asset purchase agreement) were established to facilitate the completion of the sale.
  • 5The assets being sold are substantially similar to those in the previous agreement.
  • 6The aggregate amount of consideration expected from this sale remains approximately equal to the prior agreement.
  • 7The new agreements have a termination date of December 31, 2009, and are still subject to customary conditions and regulatory approvals.

Frequently Asked Questions

The primary purpose of this filing is to report on Fiserv, Inc.'s entry into new definitive agreements to sell the remaining Fiserv Investment Support Services (ISS) operations. These new agreements restructure the sale process due to the previous agreement's termination date passing without closing, primarily due to regulatory approvals.

Based on the filing, the aggregate amount Fiserv expects to receive from the sale of the remaining ISS business remains approximately equal to the consideration originally agreed upon. Therefore, the overall financial impact is expected to be substantially similar.

The transactions are still subject to customary closing conditions and regulatory approvals. The new agreements also set a new termination date of December 31, 2009, meaning the sale must close by then, or the agreements can be terminated.

The buyer is Robert Beriault Holdings, Inc. ('Holdings'), an entity controlled by Robert Beriault, who is currently the group president of ISS. This indicates a continuation of the sale to an insider-related entity.