8-KMaterial AgreementsExhibits & Filings

FISERV INC 8-K Report, Material Agreement (Jan 18, 2019)

Filed January 18, 2019For Securities:FISV

Summary

Fiserv, Inc. (FISV) announced a significant definitive agreement to merge with First Data Corporation (FDC) via an Agreement and Plan of Merger dated January 16, 2019. This strategic move will result in First Data becoming a wholly-owned subsidiary of Fiserv, structured as a merger with a Fiserv subsidiary. The transaction has received unanimous approval from the boards of directors of both companies. The merger consideration involves an exchange ratio of 0.303 shares of Fiserv common stock for each share of First Data common stock. Significant governance changes are anticipated, including the Fiserv CEO continuing in that role and becoming Chairman, while the First Data CEO will assume the roles of President and COO, and join the Fiserv board. The combined entity's board will consist of ten directors, with a mix designated by both Fiserv and First Data, reflecting a balance of representation. This 8-K filing details the material terms of the merger, including financing arrangements, conditions to closing, and governance aspects.

Key Highlights

  • 1Fiserv to acquire First Data in a stock-for-stock merger agreement.
  • 2First Data will become a wholly-owned subsidiary of Fiserv.
  • 3The merger consideration is set at an exchange ratio of 0.303 shares of Fiserv common stock per share of First Data common stock.
  • 4Fiserv CEO to continue as CEO and become Chairman; First Data CEO to become President and COO.
  • 5The combined board will comprise ten directors, with representation from both Fiserv and First Data.
  • 6Fiserv secured a $17.0 billion bridge facility commitment from JPMorgan Chase Bank, N.A. for refinancing and transaction expenses, with plans for permanent financing.
  • 7Key conditions for closing include stockholder approvals from both companies, regulatory approvals (including HSR), and NASDAQ listing approval for the new Fiserv shares.

Frequently Asked Questions

Fiserv, Inc. has entered into a definitive agreement and plan of merger to acquire First Data Corporation. First Data will merge with a subsidiary of Fiserv, becoming a wholly-owned subsidiary of Fiserv.

First Data shareholders will receive 0.303 shares of Fiserv common stock for each share of First Data common stock they own.

The current Fiserv CEO will remain CEO and become Chairman of the board. The current First Data CEO will become President and Chief Operating Officer and a director on the Fiserv board. The board of directors for the combined company will have ten members, with six designated by Fiserv and four by First Data.

Key conditions include adoption of the merger agreement by First Data stockholders, approval of the share issuance by Fiserv shareholders, listing approval of Fiserv common stock on NASDAQ, receipt of necessary regulatory approvals (such as HSR), and the effectiveness of Fiserv's Form S-4 registration statement.

Fiserv has a commitment for a $17.0 billion senior unsecured bridge term loan facility from JPMorgan Chase Bank, N.A. This facility is intended to refinance First Data's debt, cover cash payments for fractional shares, and pay transaction expenses. Fiserv anticipates replacing this bridge financing with permanent financing prior to closing.