| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 25, 2018, Fiserv, Inc. (the “Company”) completed the sale of $1,000,000,000 aggregate principal amount of its 3.800% Senior Notes due 2023 (the “2023 Notes”) and $1,000,000,000 aggregate principal amount of its 4.200% Senior Notes due 2028 (the “2028 Notes,” and together with the 2023 Notes, the “Notes”). The Notes were issued under an Indenture (the “Indenture”), dated as of November 20, 2007, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Fourteenth Supplemental Indenture, between the Company and the Trustee, establishing the terms and providing for the issuance of the 2023 Notes (the “2023 Notes Supplemental Indenture”), and by a Fifteenth Supplemental Indenture, between the Company and the Trustee, establishing the terms and providing for the issuance of the 2028 Notes (the “2028 Notes Supplemental Indenture”).
The 2023 Notes Supplemental Indenture and form of the 2023 Note, which is included therein, provide, among other things, that the 2023 Notes bear interest at a rate of 3.800% per year (payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019), and will mature on October 1, 2023. The 2028 Notes Supplemental Indenture and form of the 2028 Note, which is included therein, provide, among other things, that the 2028 Notes bear interest at a rate of 4.200% per year (payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019), and will mature on October 1, 2028. The interest rate payable on each of the 2023 Notes and the 2028 Notes is subject to adjustment from time to time if a debt rating agency downgrades (or subsequently upgrades) the debt rating assigned to such series of notes.
At any time prior to September 1, 2023, with respect to the 2023 Notes, or prior to July 1, 2028, with respect to the 2028 Notes, the Company may redeem the Notes at a “make-whole” redemption price, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. At any time on or after September 1, 2023, with respect to the 2023 Notes, or on or after July 1, 2028, with respect to the 2028 Notes, the Company may redeem the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. The Company is required to offer to repurchase the Notes for cash at a price of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, upon the occurrence of a change of control triggering event.
The Indenture, the 2023 Notes Supplemental Indenture and the 2028 Notes Supplemental Indenture contain customary events of default. If an event of default occurs and is continuing with respect to any series of the Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately.
The descriptions of the 2023 Notes Supplemental Indenture and the 2028 Notes Supplemental Indenture set forth above are qualified by reference to the 2023 Notes Supplemental Indenture and the 2028 Notes Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form8-K and incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference into this Item 2.03.
