8-KEarnings & ResultsAcquisitions & DispositionsMaterial Agreements+2

FISERV INC 8-K Report, Material Agreement (Jan 14, 2013)

Filed January 14, 2013For Securities:FISV

Summary

This Form 8-K filing by Fiserv, Inc. (FISV) on January 14, 2013, announces the significant acquisition of Open Solutions Inc. through its subsidiary Harpoon Acquisition Corporation. The transaction involved a cash payment of $55 million for the shares of Open Solutions, along with the assumption and immediate repayment of approximately $960 million in Open Solutions' indebtedness. This move represents a material expansion of Fiserv's operations and financial commitments. The acquisition was funded through a combination of existing cash on hand and a $700 million borrowing under Fiserv's Amended and Restated Credit Agreement. Investors should note that $325 million of the assumed debt, specifically Open Solutions' 9¾% Senior Subordinated Notes due 2015, was scheduled for redemption on February 13, 2013. This filing also incorporates preliminary financial results for the year ended December 31, 2012, provided in an accompanying press release.

Key Highlights

  • 1Fiserv, Inc. has acquired Open Solutions Inc. for $55 million in cash.
  • 2The acquisition was completed on January 14, 2013, via a merger with its subsidiary Harpoon Acquisition Corporation.
  • 3Fiserv assumed approximately $960 million in Open Solutions' indebtedness.
  • 4The majority of the assumed debt was repaid on the closing date, with $325 million in Senior Subordinated Notes due 2015 to be redeemed on February 13, 2013.
  • 5The acquisition was financed through existing cash and a $700 million borrowing under Fiserv's credit facility.
  • 6The filing includes preliminary financial results for the year ended December 31, 2012.
  • 7The transaction represents a significant strategic move for Fiserv.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce Fiserv, Inc.'s material definitive agreement to acquire Open Solutions Inc. and the subsequent completion of that acquisition.

The total consideration for the shares of Open Solutions was $55 million in cash. Additionally, Fiserv assumed approximately $960 million in indebtedness, which was subsequently repaid or scheduled for redemption, bringing the total financial impact of the transaction significantly higher.

Fiserv financed the cash portion of the merger consideration and the repayment of Open Solutions' debt using a combination of its existing cash on hand and a new borrowing of approximately $700 million under its Amended and Restated Credit Agreement.

Yes, Fiserv assumed $960 million in indebtedness. While most was repaid at closing, $325 million of Open Solutions' 9¾% Senior Subordinated Notes due 2015 were scheduled for redemption on February 13, 2013, with plans to fund this redemption through cash and further borrowings under the credit agreement.