Item 1.01. Entry into a Material Definitive Agreement.
Closing of
General Information
On
The Notes were issued under an Indenture (the "Indenture"), dated as of
Interest Rate and Maturity
The 2027 Notes Supplemental Indenture and the form of the 2027 Note that is
included therein provide, among other things, that the 2027 Notes bear interest
at a rate of 2.250% per year (payable semi-annually in arrears on
The 2030 Notes Supplemental Indenture and the form of the 2030 Note that is
included therein provide, among other things, that the 2030 Notes bear interest
at a rate of 2.650% per year (payable semi-annually in arrears on
Optional Redemption
At any time prior to
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, plus accrued and unpaid interest, upon the occurrence of a change of control triggering event.
Events of Default
The Indenture, the 2027 Notes Supplemental Indenture and the 2030 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.
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Documentation
The descriptions of the Underwriting Agreement, 2027 Notes Supplemental Indenture and the 2030 Notes Supplemental Indenture set forth above are qualified by reference to the Underwriting Agreement, the 2027 Notes Supplemental Indenture and the 2030 Notes Supplemental Indenture filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 8.01. Other Events.
The Notes are registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form S-3 (Registration No. 333-227436) that the
Company filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Index to Current Report on Form 8-K Exhibit Number Description 1.1 Underwriting Agreement, datedMay 11, 2020 , among the Company and the underwriters named therein. 4.1 Twenty-Fifth Supplemental Indenture, dated as ofMay 13, 2020 , betweenFiserv, Inc. andU.S. Bank National Association (including Form of 2.250% Senior Notes due 2027). 4.2 Twenty-Sixth Supplemental Indenture, dated as ofMay 13, 2020 , betweenFiserv, Inc. andU.S. Bank National Association (including Form of 2.650% Senior Notes due 2030). 5.1 Opinion ofSullivan & Cromwell LLP . 5.2 Opinion ofLynn S. McCreary , Chief Legal Officer and Secretary ofFiserv, Inc. 23.1 Consent ofSullivan & Cromwell LLP (included in Exhibit 5.1). 23.2 Consent ofLynn S. McCreary , Chief Legal Officer and Secretary ofFiserv, Inc. (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document):
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