Fiserv, Inc. (NASDAQ: FISV) (the “Issuer”), a leading global provider of financial services technology solutions, announced today the expiration and results of the previously announced offer to purchase for cash (the “Offer”) any and all of its outstanding 4.625% Senior Notes due 2020 (the “Notes”), which expired at 5:00 p.m., New York City time, on September 26, 2018 (the “Expiration Time”).
As of the Expiration Time, $245,610,000 aggregate principal amount of Notes, or 54.58% of the aggregate principal amount of Notes outstanding, had been validly tendered and not validly withdrawn. This excludes $644,000 aggregate principal amount of Notes that remain subject to guaranteed delivery procedures. The complete terms and conditions of the Offer were set forth in an Offer to Purchase, dated September 20, 2018, and the related Letter of Transmittal (the “Offer Documents”).
The Issuer expects to accept for payment all Notes validly tendered and not validly withdrawn prior to the Expiration Time and, in accordance with the terms of the Offer to Purchase, will pay all holders of such Notes $1,028.92 per $1,000 principal amount for all Notes accepted in the Offer, including those properly tendered and not validly withdrawn prior to the Expiration Time and those tendered by the guaranteed delivery procedures described within the Offer to Purchase, three business days after the Expiration Time, or October 1, 2018 (the “Payment Date”). Also, on the Payment Date, the Issuer will pay accrued and unpaid interest from the last interest payment date of the Notes to, but not including, the Payment Date. For avoidance of doubt, interest on the Notes will cease to accrue on the Payment Date for all Notes accepted in the Offer. All Notes purchased on the Payment Date will subsequently be retired. The Issuer will fund the payment for tendered and accepted notes with the net proceeds from its previously announced issuance and sale of $1.0 billion aggregate principal amount of its 3.800% Senior Notes due 2023 and $1.0 billion aggregate principal amount of its 4.200% Senior Notes due 2028. Wells Fargo Securities, LLC acted as the exclusive dealer manager (the “Dealer Manager”) for the Offer. Global Bondholder Services Corporation served as the information agent and tender agent for the Offer.
This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws of any jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Fiserv, Inc. (NASDAQ: FISV) enables clients worldwide to create and deliver financial services experiences in step with the way people live and work today. For more than 30 years, Fiserv has been a trusted leader in financial services technology, helping clients achieve best-in-class results by driving quality and innovation in payments, processing services, risk and compliance, customer and channel management, and insights and optimization. Fiserv is a member of the FORTUNE 500 and has been named among the FORTUNE Magazine World’s Most Admired Companies for five consecutive years, recognized for strength of business model and innovation leadership.
This press release contains forward-looking statements. Statements can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “could,” “should” or words of similar meaning. Statements that describe the Issuer’s future plans, objectives or goals are also forward-looking statements. Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements. The factors that may affect the Issuer’s results include, among others: pricing and other actions by competitors; the capacity of the Issuer’s technology to keep pace with a rapidly evolving marketplace; the impact of a security breach or operational failure on the Issuer’s business; the effect of legislative and regulatory actions in the United States and internationally; the Issuer’s ability to comply with government regulations; the Issuer’s ability to successfully identify, complete and integrate acquisitions, and to realize the anticipated benefits associated with the same; the impact of the Issuer’s strategic initiatives; the impact of market and economic conditions on the financial services industry; and other factors included in the Issuer’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2017, and in other documents that the Issuer files with the SEC. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. The Issuer assumes no obligation to update any forward-looking statements, which speak only as of the date of this press release.