8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

FISERV INC 8-K Report, Material Agreement (Jul 29, 2019)

Filed July 29, 2019For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on July 29, 2019, announcing the closing of its merger with First Data Corporation. This filing details the material definitive agreements entered into, the completion of the acquisition, changes to the board of directors and executive officers, amendments to bylaws, and other events. Key for investors, the merger involved the exchange of First Data common stock for Fiserv common stock at an exchange ratio of 0.303 shares of Fiserv for each share of First Data. The filing also outlines the treatment of First Data's equity awards and significant changes to Fiserv's board composition, including the appointment of Frank J. Bisignano, formerly CEO of First Data, as President and COO of Fiserv, and the addition of four former First Data directors. Additionally, the report clarifies amendments made to Fiserv's credit agreements to accommodate First Data's receivables financing program and allow for future similar arrangements, providing increased financial flexibility. The filing also includes the appointment of new board members and the resignation of existing ones, along with details on executive compensation adjustments for performance share units. The financial statements of First Data and related pro forma combined financial information are also provided, offering a comprehensive view of the transaction's immediate impact and structural changes.

Key Highlights

  • 1Completion of the merger between Fiserv and First Data Corporation, effective July 29, 2019.
  • 2First Data shareholders received 0.303 shares of Fiserv common stock for each share of First Data common stock they owned.
  • 3Frank J. Bisignano, former CEO of First Data, appointed as President and COO of Fiserv.
  • 4Four former First Data directors joined the Fiserv Board of Directors.
  • 5Amendments to Fiserv's credit facilities to permit First Data's existing receivables financing program and provide future flexibility.
  • 6First Data equity awards were converted into Fiserv equity awards or settled in Fiserv stock.
  • 7Fiserv's amended and restated by-laws were updated, including provisions for the Lead Director role.

Frequently Asked Questions

This 8-K filing primarily announces the closing of the merger between Fiserv, Inc. and First Data Corporation. It details the key terms of the merger, the exchange ratio, changes in corporate governance and leadership, and amendments to credit agreements.

First Data shareholders received 0.303 shares of Fiserv common stock for each share of First Data common stock they held. Cash was paid in lieu of fractional shares.

Frank J. Bisignano, the former CEO of First Data, has been appointed President and COO of Fiserv. Additionally, four former directors from First Data's board have joined the Fiserv Board of Directors.

Yes, amendments were made to Fiserv's existing term loan and revolving credit facilities. These amendments allow First Data's receivables financing program to continue post-merger and provide Fiserv with greater flexibility for future receivables financing arrangements.