| Item 1.01. | Entry into a Material Definitive Agreement. |
Closing of U.S. Dollar Notes Offering
General Information
On March 2, 2023, Fiserv, Inc. (the “Company”) completed the public offering and issuance of $900,000,000 aggregate principal amount of its 5.450% Senior Notes due 2028 (the “2028 Notes”) and $900,000,000 aggregate principal amount of its 5.600% Senior Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). The Notes were sold pursuant to an Underwriting Agreement (the “Underwriting Agreement), dated as of February 27, 2023, between the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein.
The Notes were issued under an Indenture (the “Indenture”), dated as of November 20, 2007, between the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by (i) a Twenty-Seventh Supplemental Indenture, establishing the terms and providing for the issuance of the 2028 Notes (the “2028 Notes Supplemental Indenture”) and (ii) a Twenty-Eighth Supplemental Indenture, establishing the terms and providing for the issuance of the 2033 Notes (the “2033 Notes Supplemental Indenture”), each dated as of March 2, 2023 and each by and between the Company and the Trustee.
Interest Rate and Maturity
The 2028 Notes Supplemental Indenture and the form of the 2028 Note that is included therein provide, among other things, that the 2028 Notes bear interest at a rate of 5.450% per year (payable semi-annually in arrears on March 2 and September 2 of each year, beginning on September 2, 2023) and will mature on March 2, 2028.
The 2033 Notes Supplemental Indenture and the form of the 2033 Note that is included therein provide, among other things, that the 2033 Notes bear interest at a rate of 5.600% per year (payable semi-annually in arrears on March 2 and September 2 of each year, beginning on September 2, 2023) and will mature on March 2, 2033.
Optional Redemption
Prior to (i) with respect to the 2028 Notes, February 2, 2028 (one month prior to the maturity date of such notes) and (ii) with respect to the 2033 Notes, December 2, 2032, 2033 (three months prior to the maturity date of such notes) (each, a “par call date”), the Company may redeem the applicable series of Notes at the Company’s option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming that such Notes matured on their applicable par call date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2028 Notes Supplemental Indenture or 2033 Notes Supplemental Indenture, as applicable), plus 20 basis points in the case of the 2028 Notes and 30 basis points in the case of the 2033 Notes, less interest accrued to the date of redemption; and (b) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest on the applicable Notes to, but not including, the redemption date. On or after the applicable par call date for the 2028 Notes and the 2033 Notes, the Company may redeem the Notes of the applicable series in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to 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 outstanding on the date of a change of control triggering event, plus accrued and unpaid interest.
Events of Default
The Indenture, the 2028 Notes Supplemental Indenture and the 2033 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.
