Fiserv (FI) 8-K Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2019

Fiserv, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	0-14948	39-1506125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

255 Fiserv Drive, Brookfield, Wisconsin 53045

(Address of principal executive offices, including zip code)

(262)879-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FISV	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item1.01.    Entry into a Material Definitive Agreement.

Closing of Euro and Sterling Notes Offering

General Information

On July 1, 2019, Fiserv, Inc. (the “Company”) completed the public offering and issuance of:

• €500,000,000 aggregate principal amount of its 0.375% Senior Notes due 2023 (the “2023 Notes”);

• €500,000,000 aggregate principal amount of its 1.125% Senior Notes due 2027 (the “2027 Notes”);

• €500,000,000 aggregate principal amount of its 1.625% Senior Notes due 2030 (the “2030 Notes”);

• £525,000,000 aggregate principal amount of its 2.250% Senior Notes due 2025 (the “2025 Notes”); and

• £525,000,000 aggregate principal amount of its 3.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes, the 2027 Notes, the 2030 Notes and the 2025 Notes, the “Notes”).

The Notes were issued under an Indenture (the “Indenture”), dated as of November 20, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by (i) a Twentieth Supplemental Indenture, establishing the terms and providing for the issuance of the 2023 Notes (the “2023 Notes Supplemental Indenture”), (ii) a Twenty-First Supplemental Indenture, establishing the terms and providing for the issuance of the 2027 Notes (the “2027 Notes Supplemental Indenture”), (iii) a Twenty-Second Supplemental Indenture, establishing the terms and providing for the issuance of the 2030 Notes (the “2030 Notes Supplemental Indenture”), (iv) a Twenty-Third Supplemental Indenture, establishing the terms and providing for the issuance of the 2025 Notes (the “2025 Notes Supplemental Indenture”) and (v) a Twenty-Fourth Supplemental Indenture, establishing the terms and providing for the issuance of the 2031 Notes (the “2031 Notes Supplemental Indenture”), each dated as of July 1, 2019 and each by and between the Company and the Trustee. Pursuant to an Agency Agreement, dated as of July 1, 2019 (the “Agency Agreement”), relating to the Notes, the Company has appointed Elavon Financial Services DAC, UK Branch to act as paying agent for the Notes.

Interest Rate and Maturity

The 2023 Notes Supplemental Indenture and the form of the 2023 Note that is included therein provide, among other things, that the 2023 Notes bear interest at a rate of 0.375% per year (payable annually in arrears on July 1 of each year, beginning on July 1, 2020) and will mature on July 1, 2023.

The 2027 Notes Supplemental Indenture and the form of the 2027 Note that is included therein provide, among other things, that the 2027 Notes bear interest at a rate of 1.125% per year (payable annually in arrears on July 1 of each year, beginning on July 1, 2020) and will mature on July 1, 2027.

The 2030 Notes Supplemental Indenture and the form of the 2030 Note that is included therein provide, among other things, that the 2030 Notes bear interest at a rate of 1.625% per year (payable annually in arrears on July 1 of each year, beginning on July 1, 2020) and will mature on July 1, 2030.

The 2025 Notes Supplemental Indenture and the form of the 2025 Note that is included therein provide, among other things, that the 2025 Notes bear interest at a rate of 2.250% per year (payable annually in arrears on July 1 of each year, beginning on July 1, 2020) and will mature on July 1, 2025.

The 2031 Notes Supplemental Indenture and the form of the 2031 Note that is included therein provide, among other things, that the 2031 Notes bear interest at a rate of 3.000% per year (payable annually in arrears on July 1 of each year, beginning on July 1, 2020) and will mature on July 1, 2031.

Optional Redemption

At any time prior to June 1, 2023, with respect to the 2023 Notes, April 1, 2027, with respect to the 2027 Notes, April 1, 2030, with respect to the 2030 Notes, April 1, 2025, with respect to the 2025 Notes, or April 1, 2031, with respect to the 2031 Notes (each, a “par call date”), the Company may redeem the Notes at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of any Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, not including unpaid interest accrued to the redemption date, that would have been due if such series of Notes matured on the related par call date discounted to the redemption date on an annual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the applicable comparable government bond rate plus 20 basis

points, with respect to any 2023 Notes being redeemed, 25 basis points, with respect to any 2027 Notes being redeemed, 30 basis points, with respect to any 2030 Notes being redeemed, 25 basis points, with respect to any 2025 Notes being redeemed and 35 basis points, with respect to any 2031 Notes being redeemed,plus, in each case accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. At any time on or after the applicable par call date, 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.

Repurchase Upon a Change of Control Triggering Event

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.

Special Mandatory Redemption

If (i) the proposed merger, previously announced on January 16, 2019, pursuant to the Agreement and Plan of Merger, by and among the Company, 300 Holdings, Inc. and First Data Corporation (“First Data”) (such agreement, the “merger agreement”), has not been consummated on or prior to April 16, 2020 (or such later date as extended by agreement of the parties to the merger agreement, the “outside date”), (ii) on or prior to the outside date, the merger agreement is terminated in accordance with its terms or by agreement of the parties thereto, and the merger has not been consummated, or (iii) on or prior to the outside date, the Company notifies the Trustee in writing that in the Company’s reasonable judgment the merger will not be consummated on or prior to the outside date, then the Company is required to redeem all outstanding Notes on the special mandatory redemption date at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

Events of Default

The Indenture, the 2023 Notes Supplemental Indenture, the 2027 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture, the 2025 Notes Supplemental Indenture and the 2031 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.

Documentation

The descriptions of the 2023 Notes Supplemental Indenture, the 2027 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture, the 2025 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture and the Agency Agreement set forth above are qualified by reference to the 2023 Notes Supplemental Indenture, the 2027 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture, the 2025 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture and the Agency Agreement filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, 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.

Item 8.01.    Other Events.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on FormS-3 (RegistrationNo. 333-227436) that the Company filed with the Securities and Exchange Commission on September 20, 2018. The Company is filing certain exhibits as part of this Current Report on Form8-K for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are being filed herewith:

Exhibit Index to Current Report on Form8-K

Exhibit Number	Description
4.1	Twentieth Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association, as trustee (including Form of 0.375% Senior Notes due 2023).
4.2	Twenty-First Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association, as trustee (including Form of 1.125% Senior Notes due 2027).
4.3	Twenty-Second Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association, as trustee (including Form of 1.625% Senior Notes due 2030).
4.4	Twenty-Third Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association, as trustee (including Form of 2.250% Senior Notes due 2025).
4.5	Twenty-Fourth Supplemental Indenture, dated as of July 1, 2019, between Fiserv, Inc. and U.S. Bank National Association, as trustee (including Form of 3.000% Senior Notes due 2031).
4.6	Agency Agreement, dated as of July  1, 2019, by and among the Fiserv, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank National Association, as trustee and security registrar.
5.1	Opinion of Sullivan & Cromwell LLP.
5.2	Opinion of Lynn S. McCreary, Chief Legal Officer and Secretary of Fiserv, Inc.
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
23.2	Consent of Lynn S. McCreary, Chief Legal Officer and Secretary of Fiserv, Inc. (included in Exhibit 5.2).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FISERV, INC.
Date: July 1, 2019	By:	/s/ Robert W. Hau
		Robert W. Hau
		Chief Financial Officer and Treasurer