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 27, 2017 (April 26, 2017)
First Data Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-11073
Delaware | | 47-0731996 |
(State or other jurisdiction | | (IRS Employer |
of incorporation) | | Identification No.) |
225 Liberty Street, 29th Floor
New York, New York 10281
(Address of principal executive offices, including zip code)
(800) 735-3362
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 1.01. Entry into a Definitive Material Agreement
2017 April Joinder Agreement with Respect to Credit Agreement
On April 26, 2017, First Data Corporation (the “Company”) entered into a 2017 April Joinder Agreement (the “Joinder Agreement”) relating to its Credit Agreement, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as further amended as of August 10, 2010, March 24, 2011, March 13, 2012 and August 16, 2012, as modified as of September 27, 2012 and February 13, 2013, as further amended as of April 10, 2013, April 15, 2013, January 30, 2014, July 18, 2014 and June 2, 2015 and as further modified as of July 10, 2015, November 24, 2015, April 13, 2016, June 2, 2016, October 14, 2016, December 5, 2016 and January 23, 2017, respectively, among the Company, the several lenders from time to time parties thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Pursuant to the Joinder Agreement, the Company incurred an aggregate principal amount of (i) approximately $4.22 billion in new U.S. dollar denominated term loans maturing on April 26, 2024 (the “2024 New Dollar Term Loans”). The interest rate applicable to the 2024 New Dollar Term Loans is a rate equal to, initially, at the Company’s option, either (a) LIBOR plus 250 basis points or (b) a base rate plus 150 basis points. The interest rate on the 2024 new Dollar Term Loans may be reduced by 25 basis points based on the Company’s corporate family rating. The Company used the proceeds from the incurrence of the 2024 New Term Loans to refinance all of its existing U.S. dollar denominated term loans maturing on March 24, 2021.
The foregoing description of the Joinder Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Joinder Agreement, which is filed as Exhibit 4.1 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | | |
| | |
4.1 | | 2017 April Joinder Agreement, dated as of April 26, 2017, among the Company, certain of its subsidiaries, each lender party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent |
| | Exhibit A — Marked Pages of the Conformed Credit Agreement |
2
SIGNATURES
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.
| | First Data Corporation |
Date: April 27, 2017 | | |
| By: | /s/ Stanley J. Andersen |
| | Stanley J. Andersen |
| | Vice President and Assistant Secretary |
3
