8-KOther EventsExhibits & Filings

FISERV INC 8-K Report, Corporate Update (Jun 10, 2019)

Filed June 10, 2019For Securities:FISV

Summary

This Form 8-K filing by Fiserv, Inc. (FISV) on June 10, 2019, primarily serves to disclose the extensive financial and operational information related to First Data Corporation (First Data) as required by their previously announced merger agreement. The filing includes detailed financial statements for First Data for fiscal years ending 2016-2018 and interim periods ending March 31, 2019, along with management's discussion and analysis, business information, regulatory matters, and risk factors pertaining to First Data. For investors, the key takeaway is the comprehensive data package provided for First Data, enabling a more thorough due diligence and understanding of the target company's financial health and operational landscape. This information is crucial for evaluating the strategic rationale and potential financial impact of Fiserv's all-stock acquisition of First Data, which is expected to close in the second half of 2019. The filing also highlights potential risks and challenges associated with the integration of the two companies, which investors should carefully consider.

Key Highlights

  • 1Fiserv announced the filing of extensive financial and operational disclosures for First Data Corporation, a key step in the ongoing merger process.
  • 2The filing includes audited consolidated financial statements of First Data for fiscal years 2016, 2017, and 2018, and interim statements as of March 31, 2019.
  • 3Management's Discussion and Analysis (MD&A) for both the full year 2018 and the first quarter of 2019 for First Data is provided, offering insights into its financial performance and conditions.
  • 4Information regarding First Data's business, operations, material regulatory matters, and significant risks to its financial condition is also included.
  • 5Unaudited pro forma condensed combined financial statements are presented, showing the potential combined financial picture of Fiserv and First Data.
  • 6The merger with First Data is expected to close in the second half of 2019, subject to closing conditions.
  • 7The filing explicitly lists numerous potential risks and challenges associated with the merger integration, including synergy realization, costs, operational disruptions, and regulatory approvals.

Frequently Asked Questions

The primary purpose of this Form 8-K filing is to provide investors with detailed financial statements, operational information, and risk disclosures for First Data Corporation, as part of the previously announced merger agreement between Fiserv and First Data. This includes audited and unaudited financial statements, MD&A, and business/risk-related information for First Data.

The merger between Fiserv and First Data is currently expected to close in the second half of 2019, contingent upon the satisfaction or waiver of the specified closing conditions outlined in the merger agreement.

This filing includes First Data's audited consolidated financial statements for the fiscal years ending December 31, 2016, 2017, and 2018. It also contains interim unaudited consolidated financial statements as of March 31, 2019, and for the fiscal quarters ended March 31, 2019 and 2018. Additionally, Management's Discussion and Analysis (MD&A) for First Data's 2018 annual results and Q1 2019 results are provided.

The filing outlines several potential risks, including the possibility of not achieving expected synergies and operating efficiencies, integration being more difficult, costly, or time-consuming than anticipated, lower-than-expected revenues post-merger, increased operating costs, customer loss, business disruption, challenges in retaining key employees, potential termination of the merger agreement, and unforeseen liabilities. It also highlights risks related to obtaining regulatory approvals, merger-related costs, and challenges in meeting expectations regarding timing and accounting treatments.