UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): April 29, 2021
Fiserv, Inc.
(Exact name of registrant as specified in its charter)
| Wisconsin | 1-38962 | 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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common Stock, par value $0.01 per share | FISV | The NASDAQ Stock Market LLC | ||
| 0.375% Senior Notes due 2023 | FISV23 | The NASDAQ Stock Market LLC | ||
| 1.125% Senior Notes due 2027 | FISV27 | The NASDAQ Stock Market LLC | ||
| 1.625% Senior Notes due 2030 | FISV30 | The NASDAQ Stock Market LLC | ||
| 2.250% Senior Notes due 2025 | FISV25 | The NASDAQ Stock Market LLC | ||
| 3.000% Senior Notes due 2031 | FISV31 | 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 Rule 12b-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. ☐
| Item 8.01. | Other Events. |
On May 3, 2021, 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 23,000,000 shares of common stock, par value $0.01 per share (the “common stock”), of Fiserv, Inc. (the “Company”) (which amount includes 3,000,000 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 5,000,000 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 85,300,667 shares of common stock, representing approximately 12.8% of the Company’s outstanding shares of common stock, based on the number of shares outstanding as of April 23, 2021. Upon completion of the Offering, New Omaha owns shares of common stock representing approximately 9.3% of the Company’s outstanding shares of common stock, based on the number of shares outstanding as of April 23, 2021. The number of shares outstanding as of April 23, 2021 does not include any issuances or repurchases after such date, including the Share Repurchase.
In connection with the Offering, on April 29, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with New Omaha and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (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 April 29, 2021, by and among the Company, New Omaha and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. | |
| 5.1 | Opinion of Eric C. Nelson, Senior Vice President, interim Co-General Counsel and Secretary of Fiserv, Inc. | |
| 23.1 | Consent of Eric C. Nelson, Senior Vice President, interim Co-General Counsel and Secretary of Fiserv, Inc. (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: May 3, 2021 | By: | /s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer | ||||||