Fiserv, Inc. entered into non-binding letter of intent to acquire First Data Corporation from New Omaha Holdings L.P. and others on December 10, 2018. Fiserv, Inc. entered into a definitive agreement to acquire First Data Corporation from New Omaha Holdings and others for $21.3 billion on January 16, 2019. Under the terms of the agreement, First Data shareholders will receive a fixed exchange ratio of 0.303 Fiserv shares for each share of First Data. Each outstanding option to purchase shares of First Data Common Stock shall be converted into an option to purchase a number of shares of Fiserv common stock equal to the product of the number of shares of First Data Common Stock subject to such First Data stock option and the exchange ratio, at an exercise price per share. Each outstanding restricted share award shall be converted into a number of restricted shares of Fiserv common stock equal to the product of the number of First Data Restricted Shares subject to such award multiplied by the exchange ratio. Each outstanding restricted stock unit shall be converted into a restricted stock unit denominated in shares of Fiserv common stock. The number of shares of Fiserv common stock subject to each such converted Fiserv RSU shall equal to the product of the number of shares of First Data Class A common stock subject to such First Data RSU by the exchange ratio. Fiserv, Inc. entered into a bridge facility commitment letter pursuant to which a group of financial institutions committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $17 billion for the purpose of refinancing certain outstanding indebtedness of First Data and its subsidiaries. On February 15, 2019, Fiserv entered into a new term loan credit agreement with a syndicate of financial institutions, pursuant to which such financial institutions have committed to provide senior unsecured term loan facility in an aggregate principal amount of $5 billion. The aggregate principal amount of the commitments under the term loan facility have replaced a corresponding amount of the commitments in respect of the bridge facility in accordance with the terms of the bridge facility commitment letter. As a result, there are now $12 billion in bridge facility commitments remaining. The transaction will also be financed using the proceeds of Fiserv's notes offering of $8.9 billion.

Following the close of the transaction, Fiserv shareholders will own 57.5% of the combined company and First Data shareholders will own 42.5% on a fully diluted basis. The combined company will be known as Fiserv. The termination fee to be paid by both Fiserv and First Data is $665 million in cash. Upon completion, the Board of the combined company will consist of 10 members, 6 of whom will be from the Board of Fiserv and 4 of whom will be from the Board of First Data. Also, Jeffery Yabuki, current Fiserv President and Chief Executive Officer, will serve as Chief Executive Officer and Chairman of the Board of Directors of the combined company. Frank Bisignano, current Chairman and Chief Executive Officer of First Data, will assume the role of President and Chief Operating Officer, and will serve as Director of the Board of the combined company. The combined company will be headquartered in Wiscoin.

The transaction is subject to customary closing conditions, regulatory approvals, shareholder approval of both the companies, approval of the issuance of Fiserv Common Stock pursuant to the Merger Agreement by the shareholders of Fiserv, approval for listing on the NASDAQ of Fiserv Common Stock to be issued pursuant to the agreement, expiration or termination of applicable waiting periods, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the registration statement on Form S-4 registering the Fiserv Common Stock issuable in the merger and receipt by each of Fiserv and First Data of a tax opinion from its counsel as to the tax-free nature of the merger adoption by Fiserv of the Amended By-Laws implementing the governance terms. The transaction is not subject to any financing condition. The Boards of Directors of both the companies have unanimously approved the transaction. As of March 14, 2019, Fiserv, Inc.'s Board unanimously recommends that First Data stockholders “consent” to First Data merger. The transaction is expected to close during the second half of 2019. New Omaha Holdings, one of the shareholders of First Data has entered into a voting agreement in support of the transaction. Upon closing, New Omaha will own approximately 16% stake in the combined company. As of March 15, 2019, following the declaration by the U.S. Securities and Exchange Commission on March 14, 2019 that the Registration Statement of Fiserv became effective. On April 18, 2019, Fiserv shareholders approved the transaction. On July 23, 2019, the transaction has been received final regulatory approvals.

The transaction is intended to be tax-free to First Data shareholders. The transaction is expected to generate at least $500 million of revenue synergies over a five-year period, is expected to be accretive to adjusted Earnings Per Share (EPS) by more than 20% in the first full year close. The combined company expects accretion of more than 40% to adjusted EPS at the full cost synergy run-rate. Also, the combined company expects to generate significant free cash flow exceeding $4 billion in the third year following close, including synergies.

John "Jay" Hoffman of J.P. Morgan Securities LLC acted as the financial advisor and has provided committed financing to Fiserv. J.P. Morgan Securities LLC will be paid a fee of at least $40 million and up to $50 million at Fiserv's discretion, $5 million of which was paid in connection with the opinion and the remainder of which will become payable upon completion of the merger. Mark J. Menting, Jared M. Fishman, John Estes, S. Neal McKnight, Matthew Friestedt, David Spitzer and Nader Mousavi of Sullivan & Cromwell LLP acted as legal advisors to Fiserv. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the financial advisor and Kathryn King Sudol, Gary Horowitz, Elizabeth A. Cooper, Richard Fenyes, Daniel Kay, David Rubinsky, Lori Lesser, Mark Viera, Tuca Bihari, Tony Rim, Michael Vernace, Adam Moss, Joo Hyun Lee, Caitlin Fitzgerald, Lori Lesser, Genevieve Dorment, Pierce Pandolph and Rob Holo of Simpson Thacher & Bartlett LLP acted as legal advisors to First Data. Merrill Lynch, Pierce, Fenner & Smith Incorporated will be paid a fee by First Data of $40 million, $2 million was payable upon delivery of the opinion and a significant portion of which is contingent upon completion of the merger. Evercore Group L.L.C acted as the financial advisor and Peter Harwich, Charles Ruck and Allison Eitman of Latham & Watkins LLP acted as the legal advisors to the independent directors of the Board of First Data. Evercore Group received a retainer fee of $4 million for its services upon execution of engagement letter and an opinion fee of $2 million in respect of the fairness opinion. Sean D. Rodgers, P.C., Ravi Agarwal, Benjamin Leyendecker, Joshua Korff and Ross Leff of Kirkland & Ellis LLP acted as legal advisors to New Omaha Holdings. Phillip R. Mills, Julian Azran and Brian Russell of Davis Polk & Wardwell advised J.P. Morgan as financial advisor to Fiserv, Inc. Philip Richter, Roy Tannenbaum and Asiya M. Ubaid of Fried Frank acted as legal counsel to Evercore. Morrow Sodali LLC acted as information agent to First Data and will be paid a fee of $6500. Georgeson LLC acted as information agent to Fiserv and will be paid a fee of $10,000. Paul Shim, Daniel Canavan and Nimat Lawal of Cleary Gottlieb acted as legal advisors to Merrill Lynch, Pierce, Fenner & Smith. Citi acted as financial advisor to KKR. Rogier Raas of Stibbe acted as legal advisor to Fiserv.

Fiserv, Inc. (NasdaqGS:FISV) completed the acquisition of First Data Corporation (NYSE:FDC) (“First Data”) from New Omaha Holdings L.P. and others on July 29, 2019. The combined company will carry the Fiserv brand and will continue to trade on The Nasdaq Global Select Market under the ticker symbol FISV. As of July 29, 2019, First Data common stock is no longer listed for trading on the New York Stock Exchange. Chris Daniel, Charles A. Patrizia, Lawrence D. Kaplan and Behnam Dayanim of Paul Hastings LLP acted as legal advisors for Fiserv in the deal.