8-KMaterial AgreementsFinancial EventsOther Events+1

FISERV INC 8-K Report, Material Agreement (Sep 21, 2010)

Filed September 21, 2010For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on September 21, 2010, to report the completion of a significant debt offering. The company successfully issued $300 million in 3.125% Senior Notes due 2015 and $450 million in 4.625% Senior Notes due 2020, totaling $750 million in aggregate principal amount. These notes are guaranteed by certain wholly-owned domestic subsidiaries and were issued under an existing Indenture, as supplemented by new indentures specific to each note series. This substantial debt issuance indicates Fiserv's strategy to raise capital, likely for general corporate purposes, potential acquisitions, or refinancing existing debt. The varying maturities and interest rates suggest a strategic approach to managing its debt structure and capital costs. Investors should note the covenants related to change of control, which require the company to offer to repurchase the notes, and the provisions for releasing subsidiary guarantees under specific circumstances, such as the release of guarantees on their credit agreement. The company also retains the option to redeem the notes prior to maturity at a make-whole price.

Key Highlights

  • 1Fiserv, Inc. completed the issuance of $750 million in senior notes: $300 million of 3.125% Senior Notes due 2015 and $450 million of 4.625% Senior Notes due 2020.
  • 2The new notes are guaranteed by certain of Fiserv's wholly-owned domestic subsidiaries.
  • 3The issuance was made under an existing Indenture, supplemented by specific indentures for the 2015 and 2020 Notes.
  • 4The company may redeem the notes prior to maturity at a 'make-whole' redemption price.
  • 5A 'change of control triggering event' requires Fiserv to offer to repurchase the notes at 101% of their principal amount plus accrued interest.
  • 6Subsidiary guarantees on the notes can be released if the guarantor is released from its guarantees on other significant debt, including the company's Credit Agreement.
  • 7The notes are registered under the Securities Act of 1933, as evidenced by a Form S-3 filing.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the entry into a material definitive agreement related to the issuance and sale of $750 million in senior notes by Fiserv, Inc.

Fiserv issued $300 million of 3.125% Senior Notes due October 1, 2015, and $450 million of 4.625% Senior Notes due October 1, 2020. Interest is payable semi-annually, and the interest rates are subject to adjustment based on debt rating agency actions.

In the event of a 'change of control triggering event,' Fiserv is required to offer to repurchase the notes at 101% of their aggregate principal amount, plus any accrued and unpaid interest, providing a layer of protection for noteholders.

A subsidiary guarantor can be released from its guarantee of the notes if it is released from its guarantees on other significant debt, such as Fiserv's Credit Agreement, provided notice is given to the Trustee.