Fiserv announces tender offer for outstanding 6.125% senior notes due
2012
Brookfield, wis.--(business wire)--fiserv, inc. (nasdaq:fisv), the leading global provider of financial services technology solutions, announced today the commencement of a tender offer (the “tender offer”) to purchase for cash, subject to certain terms and conditions, any and all of its $1.0 billion outstanding aggregate principal amount of 6.125% senior notes due 2012 (the “notes”). the tender offer is scheduled to expire at 5:00 p.m., new york city time, on june 13, 2011 (the “expiration date”), unless extended or earlier terminated by the company. the tender offer is being made pursuant to an offer to purchase and a related letter of transmittal (together, the “tender offer materials”), which set forth a more detailed description of the tender offer. holders of the notes are urged to carefully read the tender offer materials before making any decision with respect to the tender offer. the following table summarizes certain material terms of the tender offer: reference security relevant bloomberg page fixed spread november 20, 2012 1-3/8% u.s. treasury note due november 15, 2012 the total consideration (the “total consideration”) payable for each $1,000 principal amount of the notes validly tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the tender offer materials by reference to the fixed spread over the yield to maturity of the applicable reference security listed above, calculated by the dealer managers for the tender offer as of 2:00 p.m., new york city time, on june 13, 2011, the date on which the tender offer expires. in addition to the total consideration, the company will also pay accrued and unpaid interest on the notes purchased from the last interest payment date up to, but not including, the settlement date. the settlement date for the tender offer is expected to be promptly after the expiration date, and is currently expected to be june 14, 2011, unless the tender offer is extended or earlier terminated. to receive the total consideration, holders of the notes must validly tender and not validly withdraw their notes prior to the expiration date. notes tendered may be withdrawn at any time prior to the expiration date, by following the procedures described in the tender offer materials. the obligation of the company to accept for purchase and to pay the total consideration and the accrued and unpaid interest on the notes pursuant to the tender offer is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions, including a financing condition, described in the tender offer materials. to the extent the company repurchases the entire $1.0 billion outstanding 6.125% senior notes due 2012, the company expects to incur a loss on debt extinguishment of approximately $53 million after tax, which amount will be excluded from the company’s adjusted financial results. the company has retained merrill lynch, pierce, fenner & smith incorporated, citi and u.s. bancorp investments, inc. to serve as the dealer managers for the tender offer. global bondholder services corporation has been retained to serve as the depositary and information agent for the tender offer. questions regarding the tender offer may be directed to bofa merrill lynch at 214 north tryon street, 17th floor, charlotte, north carolina, 28255, attn: debt advisory services, (888) 292-0070 (toll-free), (980) 388-9217 (collect), to citi at 390 greenwich street, new york, new york, 10013, attn: liability management group, (800) 558-3745 (toll-free), (212) 723-6106 (collect), or to us bancorp at 214 north tryon street, 26th floor, charlotte, north carolina, 28202, attn: debt capital markets, (877) 558-2607 (toll-free), (312) 325-2025 (collect). requests for the tender offer materials may be directed to global bondholder services corporation at 65 broadway, suite 404, new york, new york, 10006, (212) 430-3774 (for banks and brokers) or (866) 387-1500 (for all others). the company is making the tender offer only by, and pursuant to, the terms of the offer to purchase and the related letter of transmittal. none of the company, the dealer managers, the depositary or the information agent make any recommendation as to whether holders should tender or refrain from tendering their notes. holders must make their own decision as to whether to tender notes and, if so, the principal amount of the notes to tender. this press release does not constitute an offer to purchase securities or a solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. about fiserv fiserv, inc. (nasdaq:fisv) is the leading global provider of information management and electronic commerce systems for the financial services industry, driving innovation that transforms experiences for financial institutions and their customers. fiserv is ranked no. 1 on the fintech 100 survey of top technology partners to the financial services industry. forward-looking statements this press release contains forward-looking statements. forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression, and 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 company’s 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 company’s results include, among others: the impact on the company’s business of the current state of the economy, including the risk of reduction in revenue resulting from decreased spending on the products and services the company offers or from the elimination of existing or potential clients due to consolidation or financial failures in the financial services industry; legislative and regulatory actions in the united states, including the impact of the dodd-frank wall street reform and consumer protection act and related regulations, and internationally; changes in client demand for the company’s products or services; pricing or other actions by competitors; the impact of the company’s strategic initiatives; the company’s ability to comply with government regulations, including privacy regulations; and other factors identified in the company’s annual report on form 10-k for the year ended december 31, 2010 and in other documents that the company 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 which speak only as of the date of this document. the company assumes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
