On December 14, 2020, New Omaha Holdings L.P. (“New Omaha”), which is owned by investment funds managed by Kohlberg Kravis Roberts & Co. L.P., completed the previously announced underwritten secondary public offering (the “Offering”) of 20,125,000 shares of common stock, par value $0.01 per share (the “common stock”), of Fiserv, Inc. (the “Company”) (which amount includes 2,625,000 shares pursuant to the full exercise of the option to purchase additional shares granted by New Omaha to the Underwriters (as defined below) solely to cover over-allotments). The Company did not sell any shares in, nor did it receive any proceeds from, the Offering.
In connection with the Offering, the Company repurchased from the Underwriters 1,817,520 shares of its common stock that were subject to the Offering at a price per share equal to the price per share paid by the Underwriters to New Omaha in the Offering (the “Share Repurchase”). The Share Repurchase was funded with cash on hand. The repurchased shares will be cancelled and no longer outstanding following the completion of the Share Repurchase.
Prior to the Offering, New Omaha owned 105,425,667 shares of common stock, representing approximately 15.7% of the Company’s outstanding shares of common stock, based on the number of shares outstanding as of October 23, 2020. Upon completion of the Offering, New Omaha owns shares of common stock representing approximately 12.7% of the Company’s outstanding shares of common stock, based on the number of shares outstanding as of October 23, 2020. The number of shares outstanding as of October 23, 2020 does not include any issuances or repurchases after such date, including the Share Repurchase.
In connection with the Offering, on December 9, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with New Omaha, BofA Securities, Inc., Citigroup Global Markets Inc. and KKR Capital Markets LLC, as representatives of the underwriters named therein (the “Underwriters”). The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type and provides for the Share Repurchase. In addition, each of the Company and New Omaha has agreed to indemnify the Underwriters against certain liabilities on customary terms.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Index to Current Report on Form 8-K
| | |
Exhibit Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated December 9, 2020, by and among the Company, New Omaha and BofA Securities, Inc., Citigroup Global Markets Inc. and KKR Capital Markets LLC, as representatives of the underwriters named therein. |
| |
| 5.1 | | Opinion of Lynn S. McCreary, Chief Legal Officer and Secretary of Fiserv, Inc. |
| |
| 5.2 | | Consent of Lynn S. McCreary, Chief Legal Officer and Secretary of Fiserv, Inc. (included in Exhibit 5.1). |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
