Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277241
PROSPECTUS SUPPLEMENT
(To Prospectus datedFebruary 22, 2024)
$1,750,000,000
$850,000,000 4.750% Senior Notes due 2030
$900,000,000 5.150% Senior Notes due 2034
We are offering$850,000,000 principal amount of our 4.750% Senior Notes due
2030 (the "2030 notes") and $900,000,000 principal amount of our 5.150% Senior
Notes due 2034 (the "2034 notes" and, together with the 2030 notes,
the"notes"). The 2030 notes will mature on March 15, 2030 and the 2034 notes
will mature on August 12, 2034. We will pay interest on the 2030 notes
semi-annually in arrears on March 15 and September 15 of each year,beginning
on March 15, 2025. We will pay interest on the 2034 notes semi-annually in
arrears on February 12 and August 12 of each year, beginning on February 12,
2025.
We may, at our option, redeem each series of the notes, in whole or in part,
at any time and from time to time at the applicable redemptionprice described
in this prospectus supplement in "Description of the Notes--Optional
Redemption." We may also redeem each series of the notes at our option, in
whole but not in part, at the applicable redemption price described in
thisprospectus supplement if certain tax events occur as described in
"Description of the Notes--Optional Tax Redemption." We must offer to
repurchase the notes upon the occurrence of a change of control triggering
event at the pricedescribed in this prospectus supplement in "Description of
the Notes--Purchase of Notes upon a Change of Control Triggering Event."
We intend to use the net proceeds from this offering for general corporate
purposes, including the repayment of a portion of our commercialpaper notes
and share repurchases.
The offering and sale of each series of notes is not conditioned on the sale
of any other series ofnotes.
The notes will be our unsecured senior obligations and will rank equally with
our other unsecured senior indebtedness from time totime outstanding.
Each series of the notes is a new issue of securities with no established
trading market. We currently have nointention to apply to list the notes on
any securities exchange or to seek their admission to trading on any automated
quotation system.
Investing inthe notes involves risks. See "
Risk Factors
" beginning on page
S-7
of this prospectus supplement and the risk factors incorporated by reference
into this prospectussupplement and the accompanying prospectus.
Neither theSecurities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Anyrepresentation to the contrary is a criminal offense.
Price to Underwriting Proceeds to Fiserv, Inc.,
Public Discounts Before Expenses
(1)
Per 2030 note 99.771 % 0.600 % 99.171 %
Per 2034 note 99.814 % 0.650 % 99.164 %
Total $ 1,746,379,500 $ 10,950,000 $ 1,735,429,500
(1) Plus accrued interest if any, from August 12, 2024, if settlement occurs after that date.
We expect to deliver the notes to investors in registered book-entry only form
through the facilities of The DepositoryTrust Company ("DTC") on or about
August 12, 2024. Beneficial interests in the notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its direct and indirect participants, includingClearstream Banking, S.A., and
Euroclear Bank SA/NV, as operator of the Euroclear system.
JointBook-Running Managers
BofA Securities TD Securities Truist Securities Wells Fargo Securities
Citigroup J.P. Morgan MUFG PNC Capital Markets LLC US Bancorp
Co-Managers
BMO Capital Markets Capital One Securities Deutsche Bank Securities Mizuho NatWest Markets Santander Scotiabank
Fifth Third Securities Huntington Capital Markets KeyBanc Capital Markets
Comerica Securities Siebert Williams Shank WauBank Securities LLC
The date of this prospectus supplement is August 1, 2024.
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TABLE OF CONTENTS
P Page
ROSPECTUS
S
UPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT S-ii
WHERE YOU CAN FIND MORE INFORMATION S-iv
FORWARD-LOOKING STATEMENTS S-v
SUMMARY S-1
RISK FACTORS S-7
USE OF PROCEEDS S-11
CAPITALIZATION S-12
DESCRIPTION OF THE NOTES S-13
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS S-33
UNDERWRITING (CONFLICTS OF INTEREST) S-38
VALIDITY OF THE NOTES S-45
EXPERTS S-45
P Page
ROSPECTUS
ABOUT THIS PROSPECTUS ii
FORWARD-LOOKING STATEMENTS 1
RISK FACTORS 2
FISERV, INC. 2
USE OF PROCEEDS 2
DESCRIPTION OF DEBT SECURITIES 3
DESCRIPTION OF CAPITAL STOCK 9
DESCRIPTION OF DEPOSITARY SHARES 11
DESCRIPTION OF WARRANTS 12
DESCRIPTION OF PURCHASE CONTRACTS 13
DESCRIPTION OF UNITS 14
SELLING SHAREHOLDERS 15
PLAN OF DISTRIBUTION 16
WHER YOU CAN FIND MORE INFORMATION 19
LEGAL MATTERS 20
EXPERTS 20
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering. The secondpart is the
accompanying prospectus, which provides more general information, some of
which may not apply to this offering. You should read the entire prospectus
supplement, as well as the accompanying prospectus and the documents
incorporated byreference that are described under "Where You Can Find More
Information" in this prospectus supplement and the accompanying prospectus. In
the event that the description of the offering in this prospectus supplement
is inconsistent withthe accompanying prospectus, you should rely on the
information contained in this prospectus supplement.
We have not, and theunderwriters have not, authorized any other person to
provide you with different or additional information other than that contained
or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writingprospectus that we have authorized for use in
connection with this offering. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should not assume thatthe information contained
in or incorporated by reference into this prospectus supplement, the
accompanying prospectus and any free writing prospectus filed by us with the
SEC is accurate as of any date other than its respective date. Our
business,financial condition, liquidity, results of operations and prospects
may have changed since those dates.
References in this prospectussupplement to "$," "dollars," "USD" or "U.S.
dollars" are to the lawful currency of the United States of America.
Unless otherwise indicated or unless the context requires otherwise,
references in this prospectus supplement to "we,""our," "us" and "Fiserv"
refer to Fiserv, Inc. a Wisconsin corporation, and its consolidated
subsidiaries.
PRIIPs Regulation/Prohibition of sales to EEA retail investors -
The notes are not intended to be offered, sold or otherwise madeavailable, and
should not be offered, sold or otherwise made available, to any retail
investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retailclient as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"),where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the "ProspectusRegulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the EEAhas been prepared and therefore
offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs Regulation/Prohibition of sales to UK retail investors -
The notes are not intended to be offered, sold or otherwisemade available, and
should not be offered, sold or otherwise made available, to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, asdefined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended, the "EUWA"); (ii) a customer within the meaning of the provisions
ofthe UK's Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client as
definedin point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA; or (iii) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law byvirtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
notes or otherwisemaking them available to retail investors in the UK has been
prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
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The communication of this prospectus supplement, the accompanying prospectus,
any relatedfree writing prospectus and any other document or materials
relating to the issue of the notes offered hereby is not being made, and such
documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 ofthe FSMA. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the UK. The communication of such documents and/or materials
as a financial promotion is only being made topersons outside the UK and those
persons in the UK who have professional experience in matters relating to
investments who fall within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order")), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order (all such persons together being referred to as "relevantpersons
"). In the UK, the notes offered hereby are only available to, and any
investment or investment activity to which this prospectus supplement, the
accompanying prospectus, any related free writing prospectus or any other
document ormaterials relating to the issue of the notes offered hereby relates
will be engaged in only with, relevant persons. Any person in the UK that is
not a relevant person should not act or rely on this prospectus supplement,
the accompanying prospectus,any related free writing prospectus or any other
document or materials relating to the issue of the notes offered hereby or any
of their contents.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed with the SEC aregistration
statement on Form
S-3,
including exhibits, with respect to the notes offered by this prospectus
supplement. This prospectus supplement and the accompanying prospectus are
part of the registrationstatement, but do not contain all of the information
included in the registration statement or the exhibits. Our filings with the
SEC are available to the public through the SEC's Internet site at
http://www.sec.gov.
We are "incorporatingby reference" specified documents that we file with the
SEC, which means:
. incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
. we are disclosing important information to you by referring you to those documents; and
. information we file with the SEC after the date of this prospectus supplement will automatically update andsupersede
information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference the documents listed below and any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) ofthe Exchange
Act after the date of this prospectus supplement and before the end of the
offering of the securities pursuant to this prospectus supplement:
. our Annual Report on
Form
10-K
for the year ended December 31, 2023;
. our Quarterly Reports on Form
10-Q
for the quarters ended
March 31, 2024
and
June 30, 2024
;
. our Current Reports on Form
8-K
filed on
February 21, 2024
,
February 27, 2024
,
March 4, 2024
,
March 13, 2024
,
March 26, 2024
and
May 17, 2024
and
Form
8-K/A
filed on February 21, 2024; and
. the information in the
Definitive Proxy Statement
for our 2024 annual meeting filed with the SEC on April 3, 2024 that is incorporated by reference into our Annual Report on
Form
10-K
for the year ended December 31, 2023.
Notwithstanding the foregoing, documents or portions thereof containinginformati
on furnished under Items 2.02 and 7.01 of any Current Report on Form
8-K,
including the related exhibits under Item 9.01, are not incorporated by
reference into this prospectus supplement.
You may request a copy of any of these filings, at no cost, by request
directed to us at the following address or telephone number:
Fiserv, Inc.
600 N. Vel R.Phillips Avenue
Milwaukee, WI 53203
(262)
879-5000
Attention: Secretary
You canalso find these filings on our website at www.fiserv.com. We are not
incorporating the information on or accessible through our website other than
these filings into this prospectus supplement.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information
incorporated by reference into this prospectus supplement and theaccompanying
prospectus contain "forward-looking statements" intended to qualify for the
safe harbor from liability established by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include those that expressa
plan, belief, expectation, estimation, anticipation, intent, contingency,
future development, outlook, or similar expression, and can generally be
identified as forward-looking because they include words such as "believes,""ant
icipates," "expects," "could," "should," "confident," "likely," "plan," or
words of similar meaning. Statements that describe our future plans,
objectives or goals are alsoforward-looking statements. The forward-looking
statements included or incorporated by reference into this prospectus
supplement and the accompanying prospectus involve significant risks and
uncertainties, and a number of factors, both foreseen andunforeseen, could
cause actual results to differ materially from our current expectations. The
factors that may affect our results include, among others, the following: our
ability to compete effectively against new and existing competitors and
tocontinue to introduce competitive new products and services on a timely,
cost-effective basis; changes in customer demand for our products and
services; the ability of our technology to keep pace with a rapidly evolving
marketplace; the success ofour merchant alliances, some of which we do not
control; the impact of a security breach or operational failure on our
business, including disruptions caused by other participants in the global
financial system; losses due to chargebacks, refunds orreturns as a result of
fraud or the failure of our vendors and merchants to satisfy their
obligations; changes in local, regional, national and international economic
or political conditions, including those resulting from heightened
inflation,rising interest rates, a recession, bank failures, or intensified
international hostilities, and the impact they may have on us and our
employees, clients, vendors, supply chain, operations and sales; the effect of
proposed and enacted legislativeand regulatory actions affecting us or the
financial services industry as a whole; our ability to comply with government
regulations and applicable card association and network rules; the protection
and validity of intellectual property rights; theoutcome of pending and future
litigation and governmental proceedings; our ability to successfully identify,
complete and integrate acquisitions, and to realize the anticipated benefits
associated with the same; the impact of our strategicinitiatives; our ability
to attract and retain key personnel; volatility and disruptions in financial
markets that may impact our ability to access preferred sources of financing
and the terms on which we are able to obtain financing or increase ourcosts of
borrowing; adverse impacts from currency exchange rates or currency controls;
changes in corporate tax and interest rates; and other factors identified in
our Annual Report on Form
10-K
for the yearended December 31, 2023, and in other documents that we file with
the Securities and Exchange Commission, which are available at http://www.sec.go
v. You should consider these factors carefully in evaluating forward-looking
statements and arecautioned not to place undue reliance on such statements,
which speak only as of the date of this prospectus supplement or the date of
the incorporated document. We undertake no obligation to update forward-looking
statements to reflect events orcircumstances occurring after the date of this
prospectus supplement.
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SUMMARY
This summary highlights information contained or incorporated by reference
into this prospectus supplement and the accompanying prospectus.This summary
may not contain all of the information that may be important to you. You
should read this entire prospectus supplement, including the "Risk Factors"
section beginning on page S-7 of this prospectus supplement, the accompanyingpro
spectus, the risk factors discussed in our most recent Annual Report on Form
10-K
and the other information incorporated by reference carefully before making a
decision to invest in our notes.
Company Overview
Fiserv
We are a leading global provider of payments and financial services technology
solutions. We are publicly traded on the New York Stock Exchangeunder the
symbol "FI" and part of the S&P 500 Index. We serve clients around the globe,
including merchants, banks, credit unions, other financial institutions and
corporate and public sector clients. We provide account processing anddigital
banking solutions; card issuer processing and network services; payments;
e-commerce;
merchant acquiring and processing; and the Clover
(R)
cloud-based
point-of-sale
("POS") and business management platform.
We aspire to move money and information in a way that moves the world. Our
purpose is to deliver superior value for our clients throughleading
technology, targeted innovation and excellence in everything we do. We are
focused on driving growth and creating value by assembling a high-performing
and diverse team, integrating our solutions, delivering operational
excellence,allocating capital in a disciplined manner, including share
repurchase and merger and acquisition activity, and delivering breakthrough
innovation. Our long-term focus is to meet our financial commitments; continue
to build high-quality revenue;deepen client relationships with an emphasis on
digital solutions and value-added services; deliver innovation and integration
enabling differentiated value for our clients; and generate integration value,
including cost and revenue synergies fromacquisitions.
In 2023, we had $19.1 billion in total revenue, $5.0 billion in operating
income and $5.2 billion of netcash provided by operating activities, and in
the six months ended June 30, 2024, we had $10.0 billion in total revenue,
$2.6 billion in operating income and $2.2 billion of net cash provided by
operating activities. Processingand services revenue, which represented 82% of
our total revenue in 2023 and 81% of our total revenue in the six months ended
June 30, 2024, is primarily generated from account- and transaction-based fees
under multi-year contracts thatgenerally have high renewal rates.
We serve our global client base by working among our geographic teams across
various regions,including the United States and Canada; Europe, Middle East
and Africa; Latin America; and Asia Pacific.
We have grown our businessorganically and through acquisitions, by signing new
clients, expanding the products and services we provide to existing clients,
offering new and enhanced products and services developed through innovation
and acquisition, and extending ourcapabilities geographically, all of which
have enabled us to deliver a wide range of products and services and created
new opportunities for growth.
Effective in the first quarter of 2024, we realigned our reportable segments
to correspond with changes in our business designed to furtherenhance
operational performance in the delivery of our integrated portfolio of
products and solutions to our financial institution clients. Our new
reportable segments are the Merchant Solutions ("Merchant") segment and the
FinancialSolutions ("Financial") segment.
Our headquarters are located at 600 N. Vel R. Phillips Avenue, Milwaukee, WI
53203, and ourtelephone number is (262)
879-5000.
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Merchant
The businesses in our Merchant segment provide commerce-enabling products and
services to companies of all sizes around the world. Theseproducts and
services include merchant acquiring and digital commerce services; mobile
payment services; security and fraud protection solutions; stored-value
solutions; and
pay-by-bank
solutions. The businesses within our Merchant segment consist of the following:
. Small Business
, which provides products and services to small businesses and independent software vendors,including Clover
(R)
, our
point-of-sale
integrated commerce operating system for small business clients;
. Enterprise
, which provides products and services to large businesses, including Carat
SM
, our integrated commerce operating system for enterprise clients; and
. Processing
, which provides products and services to financial institutions, joint ventures,
and otherthird party resellers which have direct relationships with merchants.
We distribute the products and services in theMerchant segment businesses
through a variety of channels, including direct sales teams, strategic
partnerships with agent sales forces, independent software vendors, financial
institutions and other strategic partners in the form of joint venturealliances,
revenue sharing alliances and referral agreements.
Financial
The businesses in our Financial segment provide products and services to
financial institution, corporate and public sector clients across theworld,
enabling the processing of customer loan and deposit accounts, digital
payments and card transactions. The businesses within our Financial segment
consist of the following:
. Digital Payments
, which provides debit card processing services, debit network services, security andfraud protection products, bill payment,
person-to-person
payments and
account-to-account
transfers;
. Issuing
, which provides credit card processing services, prepaid card processing services, card
productionservices, print services, government payment processing and student loan processing; and
. Banking
, which provides customer loan and deposit account processing, digital banking, financial
and riskmanagement, professional services and consulting and check processing.
Corporate and Other
Corporate and Other supports our reportable segments and consists of
amortization of acquisition-related intangible assets, unallocatedcorporate
expenses and other activities that are not considered when management
evaluates segment performance, such as gains or losses on sales of businesses,
certain assets or investments; costs associated with acquisition and
divestiture activity;certain services revenue associated with various
dispositions; and postage reimbursements.
Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement and the
risk factors incorporated by reference into thisprospectus supplement and the
accompanying prospectus for more information on risks relating to our business
and the notes.
Recent Developments
On July 1, 2024, we repaid in full the outstanding $2.0 billion aggregate
principal amount of our 2.75% senior notes due2024 primarily using proceeds
from U.S. dollar commercial paper notes.
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The Offering
The following is a brief summary of some of the terms of this offering. For a
more complete description of the terms of the notes, see"Description of the
Notes" in this prospectus supplement and "Description of Debt Securities" in
the accompanying prospectus.
Issuer Fiserv, Inc.
Notes Offered $850,000,000 aggregate principal amount of 4.750% Senior Notes due 2030 (the "2030 notes") and $900,000,000 aggregate
principal amount of 5.150% Senior Notes due 2034 (the "2034 notes" and, together with the 2030 notes, the"notes").
The offering and sale of each series of notes is not conditioned on the sale of any other series of notes.
Maturity Dates Unless earlier redeemed or repurchased by us, the 2030 notes will mature
on March 15, 2030 and the 2034 notes will mature on August 12, 2034.
Interest Rate The 2030 notes will bear interest at 4.750% per year and the 2034 notes will bear interest at 5.150% per year.
Interest Payment Dates 2030 notes: March 15 and September 15 of each year, beginning on March 15, 2025.
2034 notes: February 12 and August 12 of each year, beginning on February 12, 2025.
Ranking The notes will be:
. our general unsecured obligations and will rank equally in right of payment
with our other unsecured seniorindebtedness from time to time outstanding;
. effectively subordinated to any secured indebtedness to the extent of the value of the collateral securing suchindebtedness; and
. structurally subordinated in right of payment to all indebtedness and
other liabilities and preferred equity ofany of our subsidiaries.
As of June 30, 2024, Fiserv, Inc. had outstanding approximately $23.7 billion of unsecured senior indebtedness.
Also at that date, Fiserv, Inc. had approximately $529 million of secured indebtedness(consisting
primarily of financing leases outstanding) and approximately $72 million of financed software, and its
subsidiaries had approximately $1.2 billion of indebtedness to third parties, and had issued no preferred equity.
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Optional Redemption The notes will be redeemable, at our option, in whole or in part, at any time and from time to time
at the applicable redemption price described in "Description of the Notes--Optional Redemption."
Offer to Repurchase Upon Change of Control Triggering Event Upon the occurrence of a change of control
triggering event (including certain ratings
downgrades) as provided in the indenture, we will
be required to offer to repurchase the notes
for cash at a price of 101% of the aggregate
principal amountof the notes outstanding on
the date of such change of control triggering
event plus accrued and unpaid interest.
Optional Tax Redemption The notes will be redeemable, at our option, in whole but not
in part, at the applicable redemption price described in this
prospectus supplement if certain tax events occur as described in
"Description of the Notes--Optional TaxRedemption." The optional
tax redemption provision will only apply in circumstances where
our obligations have been assumed by an entity organized outside
the United Stated pursuant to the covenant described in "Description
of theNotes--Merger, Consolidation and Sale of Assets."
Covenants The indenture governing the notes contains covenants that, among other matters, limit:
. our ability to consolidate or merge into, or convey, transfer or lease
all or substantially all of our propertiesand assets to, another person;
. our and certain of our subsidiaries' ability to create or assume liens; and
. our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.
These covenants are subject to important exceptions and qualifications, which are described
under the heading "Description of the Notes--Covenants" in this prospectus supplement.
Use of Proceeds We estimate that we will receive net proceeds from this offering of approximately $1.73 billion,
after deducting the underwriting discounts and estimated offering expenses payable by us. We
intend to use the net proceeds from this offeringfor general corporate purposes, including the
repayment of a portion of our commercial paper notes and share repurchases. See "Use of Proceeds."
The offering and sale of each series of notes is not conditioned on the sale of any other series of notes.
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Conflicts of Interest To the extent that net proceeds from this offering are
applied to repay our outstanding commercial paper held
by any of the underwriters and/or their respective
affiliates, they will receive proceeds of this offering
as a result of suchrepayment. If 5% or more of the net
proceeds of this offering (not including the underwriting
discounts) are used to repay such commercial paper
held by the underwriters and/or their respective
affiliates, this offering will be conducted inaccordance
with Rule 5121 of the Financial Industry Regulatory
Authority, Inc.'s ("FINRA") Conduct Rules. In such
event, the underwriters will not confirm sales of the
notes to accounts over which they exercise discretionary
authoritywithout the prior written approval of the
customer. See "Underwriting (Conflicts of Interest)--Conflicts
of Interest" in this prospectus supplement.
Form and Denomination The notes will be issued in fully registered form in minimum denominations
of $2,000 and integral multiples of $1,000 in excess thereof.
Trustee, Registrar and Paying Agent U.S. Bank Trust Company, National Association.
Absence of Market for the Notes Each series of the notes is a new issue of securities with no established trading market.
We currently have no intention to apply to list the notes on any securities exchange or
to seek their admission to trading on any automated quotationsystem. Accordingly, we cannot
provide any assurance as to the development or liquidity of any market for the notes.
CUSIP / ISIN 2030 notes: 337738 BM9/US337738BM99
2034 notes: 337738 BN7/US337738BN72
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Summary Fiserv Consolidated Financial Information
The summary consolidated financial information below was derived from our
consolidated financial statements. The information set forth belowis qualified
in its entirety by, and should be read in conjunction with, our "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and related notesincorporated by
reference into this prospectus supplement and the accompanying prospectus. The
summary consolidated financial information presented below has been affected
by acquisitions, dispositions and foreign currency fluctuations. See
thesection entitled "Where You Can Find More Information" in this prospectus
supplement and the accompanying prospectus.
Six Months Ended Year Ended December 31,
June 30,
2024 2023 2023 2022 2021
(In millions) (unaudited) (audited)
Income Statement Data
(1)
:
Total revenue $ 9,990 $ 9,303 $ 19,093 $ 17,737 $ 16,226
Operating income 2,609 2,065 5,014 3,740 2,288
Net income attributable to Fiserv, Inc. 1,629 1,246 3,068 2,530 1,334
(1) The unaudited interim period financial information for the six months ended June 30, 2024 and
2023, in ouropinion, includes all adjustments, which are normal and recurring in nature,
necessary for a fair presentation for the periods shown. Results for the six months ended June
30, 2024 are not necessarily indicative of results to be expected forthe full fiscal year.
As of June 30, As of December 31,
2024 2023 2022
(In millions) (unaudited) (audited)
Balance Sheet Data
(1)
:
Cash and cash equivalents $ 1,195 $ 1,204 $ 902
Total assets 93,417 90,890 83,869
Total debt 25,509 23,118 21,418
Total Fiserv, Inc. shareholders' equity 28,154 29,857 30,828
(1) The unaudited interim period financial information as of June 30, 2024, in our
opinion, includes alladjustments, which are normal and recurring in nature, necessary
for a fair presentation for the period shown. Amounts as of June 30, 2024 are not
necessarily indicative of amounts to be expected at the end of the fiscal year.
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RISK FACTORS
Investing in the notes involves risks. Before you invest in the notes, you
should carefully consider the factors set forth below and theinformation
included elsewhere in this prospectus supplement, the accompanying prospectus
and the risk factors discussed in our most recent Annual Report on Form
10-K
and the other documents we file with theSEC that are incorporated by reference
herein and therein. See "Where You Can Find More Information" in this
prospectus supplement and the accompanying prospectus. We also urge you to
consider carefully the factors set forth under theheading "Forward-Looking
Statements" in this prospectus supplement.
Risks Related to Fiserv's Business
See "Risk Factors" in our Annual Report on Form
10-K
for the year ended December 31,2023, for a discussion of certain risks related
to Fiserv's business. See "Where You Can Find More Information."
Risks Related to theNotes
Our financial and operating performance and other factors could adversely
impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness,
including the notes, will depend on our financial and operatingperformance,
which, in turn, are subject to prevailing economic conditions and to
financial, business and other factors beyond our control. Please read this
prospectus supplement and the accompanying prospectus and the documents
incorporated byreference into this prospectus supplement and the accompanying
prospectus, including the portions of our most recent Annual Report on Form
10-K
entitled "Risk Factors" for a discussion of some of thefactors that could
affect our financial and operating performance.
An increase in market rates could result in a decrease in the value of thenotes.
In general, as market interest rates rise, notes bearing interest at a fixed
rate generally decline in value. Consequently,if you purchase the notes and
market interest rates increase, the market value of your notes may decline.
The rates for benchmark securities for U.S. dollar securities have risen
significantly in recent years. These increases have caused prices
foroutstanding debt securities issued when benchmark rates were lower to
decline. We cannot predict the future level of market interest rates or the
impact of such interest rates on the market prices of the notes.
There may be no public trading market for the notes.
The notes are new issues of securities for which there is currently no
established trading market. A market for the notes may not develop or,if one
does develop, it may not be maintained. If a market develops, the notes could
trade at prices that may be higher or lower than the initial offering prices
or the prices at which you purchased the notes, depending on many factors,
includingprevailing interest rates, our financial performance, the amount of
indebtedness we have outstanding, the market for similar securities, the
redemption and repayment features of the notes and the time remaining to
maturity of the notes. We have notapplied and do not intend to apply for
listing the notes on any securities exchange or any automated quotation
system. If an active market for the notes fails to develop or be sustained,
the trading prices and liquidity of the notes could beadversely affected.
Recent volatility in the debt markets could adversely affect the market value
of the notes.
The market value for the notes depends on many factors, including:
. our credit ratings with major credit rating agencies;
. the prevailing interest rates being paid by, or the market price for the notes issued by, other companies similarto us;
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. our financial condition, financial performance and future prospects; and
. the overall condition of the financial markets.
Disruptions in the financial markets and changes in prevailing interest rates,
such as the volatility that has characterized recent marketconditions, could
have an adverse effect on the market value of the notes. In addition, as a
result of such volatility, certain of our existing debt securities have
recently traded at levels below par.
We may not be able to repurchase all of the notes upon a change of control
triggering event, which would result in a default under the notes.
Upon the occurrence of a change of control triggering event under the
indenture governing the notes, we will be required to offer torepurchase the
notes at a price of 101% of the aggregate principal amount of the notes
outstanding on the date of such change of control triggering event plus
accrued and unpaid interest. However, we may not have sufficient funds to
repurchase thenotes. In addition, our ability to repurchase the notes may be
limited by law or the terms of other agreements relating to our indebtedness.
The failure to make such repurchase would result in a default under the notes.
For more information, see"Description of the Notes--Purchase of Notes upon a
Change of Control Triggering Event."
The limited covenants in the indenturegoverning the notes and the terms of the
notes do not provide protection against some types of important corporate
events and may not protect your investment.
The indenture governing the notes does not:
. require us to maintain any financial ratios or specific levels of net
worth, revenues, income, cash flow orliquidity and, accordingly, does not
protect holders of the notes in the event that we experience significant
adverse changes in our financial condition or results of operations;
. limit our ability to incur indebtedness that is equal in right of payment to the notes;
. restrict our subsidiaries' ability to issue securities or otherwise incur
indebtedness that would be seniorto our equity interests in our subsidiaries;
. restrict our ability to repurchase or prepay our securities; or
. restrict our or our subsidiaries' ability to make investments or to repurchase or pay dividends or
makeother payments in respect of our common stock or other securities ranking junior to the notes.
Furthermore, theindenture governing the notes contains only limited
protections in the event of a change in control. We and our subsidiaries could
engage in many types of transactions, such as certain acquisitions,
refinancings or recapitalizations that would notconstitute a change of control
triggering event that would enable you to require us to repurchase the notes
as described under "Description of the Notes--Purchase of Notes upon a Change
of Control Triggering Event," but which couldnevertheless substantially affect
our capital structure and the value of the notes. The indenture also permits
us and our subsidiaries to incur additional indebtedness, including secured
indebtedness, that could effectively rank senior to the notes,subject to
certain limits, and to engage in sale-leaseback arrangements. For these
reasons, the terms of the indenture governing the notes will provide only
limited protection against significant corporate events that could adversely
impact yourinvestment in the notes.
Substantially all of our operations are conducted through our subsidiaries,
and if they do not make sufficientdistributions to us, we will not be able to
make payments on our debt, including the notes.
Substantially all of our operationsare conducted through our subsidiaries.
Therefore, our ability to meet our obligations for payment of interest and
principal on outstanding debt obligations and to pay corporate expenses
depends upon the earnings and cash flows of our subsidiariesand the ability of
our subsidiaries to pay dividends
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or to advance or repay funds to us. Our subsidiaries are separate and distinct
legal entities and have no obligation, contingent or otherwise, to pay any
amounts due pursuant to the notes or tomake any funds available, whether by
dividends, loans, distributions or other payments, and do not guarantee the
payment of interest on, or principal of, the notes.
Neither we nor any of our subsidiaries has any property that has been
determined to be a principal property under the indenture.
The indenture governing the notes will include a covenant that will, among
other things, limit our and certain of our subsidiaries'ability to create or
assume, except in our favor or in favor of one or more of our wholly owned
subsidiaries, any mortgage, pledge, lien or encumbrance on any of our or any
such subsidiaries' principal properties or certain other limitedassets.
However, as of the date of this prospectus supplement, neither we nor any of
our subsidiaries has any property that constitutes a principal property under
the indenture.
The notes will be effectively subordinated to all of our existing and future
secured debt and structurally subordinated to the existing and future debtof
our subsidiaries.
The notes constitute our senior unsecured debt and rank equally in right of
payment with all of our otherexisting and future senior debt, except as
described below. The notes will be effectively subordinated to all our
existing and future secured debt to the extent of the value of the collateral
securing such debt. The notes are not secured by any ofour assets. Claims of
secured lenders with respect to assets securing their loans will be prior to
any claim of the holders of the notes with respect to those assets. As of June
30, 2024, Fiserv, Inc. had outstanding approximately$23.7 billion of unsecured
senior indebtedness, approximately $529 million of secured indebtedness
(consisting primarily of financing leases outstanding) and approximately $72
million of financed software.
In addition, the notes will be structurally subordinated in right of payment
to all existing and future debt and other liabilities (includingtrade accounts
payable) and preferred equity of our subsidiaries. Our right to receive any
assets of any of our subsidiaries upon their bankruptcy, liquidation or
reorganization, and therefore the right of the holders of the notes to
participate inthose assets, will be effectively subordinated to the claims of
that subsidiary's creditors, including trade creditors. As of June 30, 2024,
Fiserv, Inc.'s subsidiaries had approximately $1.2 billion of indebtedness to
thirdparties and had issued no preferred equity.
The credit ratings assigned to the notes may not reflect all risks of an
investment in the notes.
We expect that the notes will be rated by at least two nationally recognized
statistical rating organizations. These creditratings are limited in scope,
and do not address all material risks relating to an investment in the notes,
but rather reflect only the view of each rating agency at the time the rating
is issued. An explanation of the significance of such ratingmay be obtained
from such rating agency. There can be no assurance that such credit ratings
will remain in effect for any given period of time or that a rating will not
be lowered, suspended or withdrawn entirely by the applicable rating
agenciesif, in such rating agency's judgment, circumstances so warrant. Agency
credit ratings are not a recommendation to buy, sell or hold any security.
Each agency's rating should be evaluated independently of any other agency's
rating.Actual or anticipated changes or downgrades in our credit ratings,
including any announcement that our ratings are under further review for a
downgrade, could affect the market value of the notes and increase our
corporate borrowing costs.
We may choose to redeem the notes of any series prior to maturity.
We may redeem the notes of any series, in whole or in part, at any time. See
"Description of the Notes--Optional Redemption." Wemay also redeem the notes
of any series, in whole but not in part, if certain tax events occur. See
"Description of the Notes--Optional Tax Redemption." Although, in certain
circumstances, the notes contain provisions designed tocompensate you for the
lost value of your notes if we redeem some or all of the
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notes prior to maturity, they are only an approximation of this lost value and
may not adequately compensate you. Furthermore, depending on prevailing
interest rates at the time of any suchredemption, you may not be able to
reinvest the redemption proceeds in a comparable security at an interest rate
as high as the interest rate of the notes being redeemed or at an interest
rate that would otherwise compensate you for any lost valueas a result of any
redemption of notes.
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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of
approximately $1.73 billion, after deducting the underwriting discountsand
estimated offering expenses payable by us. We intend to use the net proceeds
from this offering for general corporate purposes, including the repayment of
a portion of our commercial paper notes and share repurchases. At June 30,
2024,our outstanding U.S. dollar-denominated commercial paper indebtedness was
$667 million, with a weighted average interest rate of 5.560%, and our
outstanding Euro-denominated commercial paper indebtedness was $1.3 billion,
with a weightedaverage interest rate of 3.843%. The maturities of our
commercial paper indebtedness generally range from one day to four months.
Theoffering and sale of each series of notes is not conditioned on the sale of
any other series of notes.
To the extent that net proceedsfrom this offering are applied to repay our
outstanding commercial paper held by any of the underwriters and/or their
respective affiliates, they will receive proceeds of this offering through
such repayment. If 5% or more of the net proceeds ofthis offering (not
including the underwriting discounts) are used to repay such commercial paper
held by the underwriters and/or their respective affiliates, this offering
will be conducted in accordance with Rule 5121 of the FINRA Conduct Rules.
Insuch event, the underwriters will not confirm sales of the notes to accounts
over which they exercise discretionary authority without the prior written
approval of the customer. See "Underwriting (Conflicts of Interest)--Conflicts
ofInterest" in this prospectus supplement.
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CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2024:
. on an actual basis; and
. on an as adjusted basis to give effect to this offering (but not the application of the proceeds therefrom).
You should read the table together with our consolidated financial statements
and the notes thereto and"Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form
10-K
for the year ended December 31, 2023 and our Quarterly Reports onForm
10-Q
for the quarters ended March 31, 2024 and June 30, 2024, each incorporated by
reference into this prospectus supplement and the accompanying prospectus.
(In millions) Actual As Adjusted
Short-term and current maturities of long-term debt:
Foreign lines of credit $ 794 $ 794
Finance lease and other financing obligations 314 314
Total short-term and current maturities of long-term debt $ 1,108 $ 1,108
Long-term debt:
2.750% senior notes due 2024 $ 2,000 $ 2,000
(1)
3.850% senior notes due 2025 900 900
2.250% senior notes due 2025 664 664
3.200% senior notes due 2026 2,000 2,000
5.150% senior notes due 2027 750 750
2.250% senior notes due 2027 1,000 1,000
1.125% senior notes due 2027 535 535
5.450% senior notes due 2028 900 900
5.375% senior notes due 2028 700 700
4.200% senior notes due 2028 1,000 1,000
3.500% senior notes due 2029 3,000 3,000
2.650% senior notes due 2030 1,000 1,000
1.625% senior notes due 2030 535 535
5.350% senior notes due 2031 500 500
4.500% senior notes due 2031 857 857
3.000% senior notes due 2031 664 664
5.600% senior notes due 2033 900 900
5.625% senior notes due 2033 1,300 1,300
5.450% senior notes due 2034 750 750
4.400% senior notes due 2049 2,000 2,000
Notes offered hereby
:
4.750% senior notes due 2030 -- 850
5.150% senior notes due 2034 -- 900
U.S. dollar commercial papernotes 667 667
(1)
Euro commercial paper notes 1,273 1,273
Revolving credit facility -- --
Unamortized discount and deferred financing costs (152 ) (152 )
Finance lease and other financing obligations 658 658
Total long-term debt $ 24,401 $ 26,151
Total debt $ 25,509 $ 27,259
Total Fiserv, Inc. shareholders' equity $ 28,154 $ 28,154
Total capitalization $ 53,663 $ 55,413
(1) On July 1, 2024, we repaid in full the outstanding $2.0 billion aggregate principal amount of
our2.75% senior notes due 2024 primarily using proceeds from U.S. dollar commercial paper notes.
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DESCRIPTION OF THE NOTES
The following description of certain material terms of the 4.750% Senior Notes
due 2030 (the "2030 notes") and the 5.150% SeniorNotes due 2034 (the "2034
notes" and, together with the 2030 notes, the "notes") offered hereby does not
purport to be complete. This description supplements and, to the extent
inconsistent therewith, replaces the description ofthe general terms and
provisions of the debt securities contained in "Description of Debt
Securities" in the accompanying prospectus. To the extent this summary differs
from the summary in the accompanying prospectus, you should rely onthe
description of the notes in this prospectus supplement.
The notes will be issued under and governed by an indenture, dated asof
November 20, 2007 (the "base indenture"), as supplemented by supplemental
indentures to be entered into between us, as issuer, and U.S. Bank Trust
Company, National Association, (as successor in interest to U.S. Bank
NationalAssociation) ("U.S. Bank"), as trustee (the "trustee") (together with
the base indenture, the "indenture"). Although for convenience the 2030 notes
and the 2034 notes are referred to as "notes," each will beissued as a
separate series. Accordingly, for purposes of this Description of the Notes,
references to the "notes" shall be deemed to refer to each series of notes
separately, and not to the 2030 notes and the 2034 notes on any combinedbasis.
As used in the following description, the terms "Fiserv," "we," "us" and "our"
refer to Fiserv, Inc. and not any of its subsidiaries, unless the context
requires otherwise.
We urge you to read the indenture (including definitions of terms used
therein) because it, and not this description, defines your rightsas a
beneficial owner of the notes. This description is subject to, and qualified
in its entirety by reference to, the actual provisions of the notes and the
indenture. For information about how to obtain copies of the indenture from
us, see"Where You Can Find More Information" in the accompanying prospectus
and this prospectus supplement.
General
The aggregate principal amount of the two separate series of notes offered
hereby will initially be limited to $1,750,000,000. The 2030 noteswill be
initially limited to $850,000,000 aggregate principal amount. The 2034 notes
will be initially limited to $900,000,000 aggregate principal amount. We may,
without the consent of the holders, increase the principal amount of each
series inthe future, on the same terms and conditions (except for the issue
date, public offering price and, if applicable, the payment of interest
accruing prior to the issue date and the initial interest payment date) and
with the same CUSIP numbers as thenotes being offered hereby;
provided
that additional notes will be fungible with the previously issued notes of the
relevant series for U.S. federal income tax purposes. All notes offered hereby
will be issued only in fully registered formwithout coupons in minimum
denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
The notes will be our seniorunsecured obligations and will rank equally with
all of our other senior unsecured indebtedness from time to time outstanding.
Our obligations arising under the notes will not be guaranteed by any of our
subsidiaries. The notes will effectively rankjunior to any secured
indebtedness we currently have outstanding or may incur in the future to the
extent of the collateral securing the same and will be structurally
subordinated in right of payment to the liabilities (including trade
accountspayable) and preferred equity of our subsidiaries. As of June 30,
2024, Fiserv, Inc. had outstanding approximately $23.7 billion of unsecured
senior indebtedness, approximately $529 million of secured indebtedness
(consistingprimarily of financing leases outstanding) and approximately $72
million of financed software, and its subsidiaries had approximately $1.2
billion of indebtedness to third parties, and had issued no preferred equity.
See "RiskFactors--Risks Related to the Notes--The notes will be, in effect,
subordinated to all of our existing and future secured debt and to the
existing and future debt of our subsidiaries."
The indenture does not contain any covenants or provisions that would afford
the holders of the notes protection in the event of a highlyleveraged or other
transaction that is not in the best interests of noteholders, except to the
limited extent described below under "--Purchase of Notes upon a Change of
Control Triggering Event" and "--Covenants."
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Principal and Interest
The 2030 notes will mature on March 15, 2030 and the 2034 notes will mature on
August 12, 2034, unless, in each case, we redeem orpurchase the notes prior to
that date, as described below under "--Optional Redemption," "--Optional Tax
Redemption" and "--Purchase of Notes upon a Change of Control Triggering
Event." Interest on the 2030notes will accrue at the rate of 4.750% per year
and interest on the 2034 notes will accrue at the rate of 5.150% per year, and
in each case will be paid on the basis of a
360-day
year of twelve
30-day
months. We will pay interest on the 2030 notes semi-annually in arrears on
March 15 and September 15 of each year, beginning on March 15, 2025, and we
will pay interest on the 2034 notessemi-annually in arrears on February 12 and
August 12 of each year, beginning on February 12, 2025, in each case to the
holder in whose name each such note is registered on the day that is 15 days
prior to the relevant interestpayment date, whether or not such day is a
business day.
Amounts due on the stated maturity date or earlier redemption date or change
ofcontrol purchase date of the notes will be payable at the corporate trust
office of the trustee. We may make payment of interest on an interest payment
date in respect of notes in certificated form by check mailed to the address
of the personentitled to the payment as it appears in the security register or
by transfer to an account maintained by the payee with a bank located in the
United States. We will make payments of principal, premium, if any, and
interest in respect of notes inbook-entry form to DTC (as defined below) in
immediately available funds, while disbursement of such payments to owners of
beneficial interests in notes in book-entry form will be made in accordance
with the procedures of DTC and its participants ineffect from time to time.
Neither we nor the trustee will impose any service charge for any transfer or
exchange of a note. However, wemay ask you to pay any taxes or other
governmental charges in connection with a transfer or exchange of notes.
If any interest paymentdate, the stated maturity date or any earlier
redemption or purchase date falls on a day that is not a business day, we will
make the required payment of principal, premium, if any, and/or interest on
the next business day as if it were made on thedate payment was due, and no
interest will accrue on the amount so payable for the period from and after
that interest payment date, the stated maturity date or earlier redemption or
purchase date, as the case may be, to the next business day. Theterm "business
day" means any day other than a Saturday, Sunday or other day on which banking
institutions in The City of New York are authorized or obligated by law,
regulation or executive order to close.
Optional Redemption
Prior to(i) with respect to the 2030 notes, February 15, 2030 (one month prior
to the maturity date of such notes) and (ii) with respect to the 2034 notes,
May 12, 2034 (three months prior to the maturity date of such notes) (each
suchdate, a "
Par Call Date
"), we may redeem the applicable series of notes at our option, in whole or in
part, at any time and from time to time, at a redemption price (expressed as a
percentage of principal amount and rounded to threedecimal places) equal to
the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal
and interest on the notes tobe redeemed discounted to the redemption date
(assuming, in the case of the 2030 notes and the 2034 notes, that such notes
matured on their applicable Par Call Date), on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate (as defined below), plus
15 basis points in the case of the 2030 notes and
20 basis points in the case of the 2034 notes, less
(b) interestaccrued to the date of redemption; and
(2) 100% of the principal amount of the notes to be redeemed;
plus
, in either case, accrued and unpaid interest on the applicable notes to the
redemption date.
On or after the applicable Par Call Date for the 2030 notes and the 2034
notes, we may redeem the notes of the applicable series in whole orin part, at
any time and from time to time, at a redemption price equal to 100% of the
principal amount of the notes being redeemed plus accrued and unpaid interest
thereon to the redemption date.
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For purposes of the foregoing discussion of the applicable optional redemption
provisions,the following definitions are applicable:
"
Treasury Rate
" means, with respect to any redemption date, the yielddetermined by us in
accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m., New YorkCity time
(or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third
business day preceding the redemption date based upon the yield or yields for
the mostrecent day that appear after such time on such day in the most recent
statistical release published by the Board of Governors of the Federal Reserve
System designated as "Selected Interest Rates (Daily)--H.15" (or any
successordesignation or publication) ("
H.15
") under the caption "U.S. government securities--Treasury constant
maturities--Nominal" (or any successor caption or heading) ("
H.15 TCM
"). In determining theTreasury Rate, we shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period
from the redemption date to the applicable Par Call Date (the "
Remaining Life
"); or (2) ifthere is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields - one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasuryconstant maturity on H.15 immediately longer than
the Remaining Life - and shall interpolate to the applicable Par Call Date on
a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimalplaces; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to
the Remaining Life. For purposes of this paragraph, theapplicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no
longer published, we shall calculate the Treasury Rate based on therate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second business day preceding such redemption date of
the United States Treasury security maturing on, or with a maturity that is
closestto, the applicable Par Call Date, as applicable. If there is no United
States Treasury security maturing on such Par Call Date but there are two or
more United States Treasury securities with a maturity date equally distant
from such Par Call Date,one with a maturity date preceding such Par Call Date
and one with a maturity date following such Par Call Date, we shall select the
United States Treasury security with a maturity date preceding such Par Call
Date. If there are two or more UnitedStates Treasury securities maturing on
such Par Call Date or two or more United States Treasury securities meeting
the criteria of the preceding sentence, we shall select from among these two
or more United States Treasury securities the UnitedStates Treasury security
that is trading closest to par based upon the average of the bid and asked
prices for such United States Treasury securities at 11:00 a.m., New York City
time. In determining the Treasury Rate in accordance with the terms ofthis
paragraph, the semi-annual yield to maturity of the applicable United States
Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City
time, ofsuch United States Treasury security, and rounded to three decimal
places.
Our actions and determinations in determining the redemptionprice shall be
conclusive and binding for all purposes, absent manifest error. The trustee
and paying agent shall have no duty to verify such determinations.
Notice of any redemption will be mailed or electronically delivered (or
otherwise transmitted in accordance with the depositary'sprocedures) at least
10 days but not more than 60 days before the redemption date to holders of the
notes to be redeemed (with a copy to the trustee), except that notice may be
given more than 60 days prior to the date fixed for redemption if thenotice is
issued in connection with a defeasance, covenant defeasance or satisfaction
and discharge. The notice of redemption will specify, among other items, the
aggregate principal amount of the notes of the applicable series to be
redeemed, theredemption date and the redemption price or the manner of
calculating the redemption price (in which case no redemption price need be
specified).
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Any notice of any redemption of notes may, at our discretion, be given subject
to one ormore conditions precedent, including, but not limited to, completion
of a corporate transaction that is pending (such as an equity or equity-linked
offering, an incurrence of indebtedness or an acquisition or other strategic
transaction involving achange of control in us or another entity). If such
redemption is so subject to satisfaction of one or more conditions precedent,
such notice shall describe each such condition, and such notice may be
rescinded in the event that any or all suchconditions shall not have been
satisfied or otherwise waived by the relevant redemption date.
Any notice of redemption may provide thatpayment of the redemption price and
the performance of our obligations with respect to such redemption may be
performed by another person.
If we choose to redeem less than all of the notes of a series, then we will
notify the trustee at least five days before giving notice ofredemption, or
such shorter period as is satisfactory to the trustee, of the aggregate
principal amount of the notes of such series to be redeemed and the redemption
date. See also "--Book-Entry" and "--Global Clearance andSettlement
Procedures" below.
In the case of a partial redemption, selection of the notes for redemption
will be made pro rata, bylot or by such other method as the trustee in its
sole discretion deems appropriate and fair. No notes of a principal amount of
$2,000 or less will be redeemed in part. If any note is to be redeemed in part
only, the notice of redemption thatrelates to the note will state the portion
of the principal amount of the note to be redeemed. A new note in a principal
amount equal to the unredeemed portion of the note will be issued in the name
of the holder of the note upon surrender forcancellation of the original note.
For so long as the notes are held by DTC (or another depositary), the
redemption of the notes shall be done in accordance with the policies and
procedures of the depositary.
If we have given notice as provided in the indenture and made funds
irrevocably available for the redemption of the notes of a series calledfor
redemption on or prior to the redemption date referred to in that notice,
then, unless we default on the payment in payment of the redemption price,
those notes will cease to bear interest on that redemption date and the only
remaining right ofthe holders of those notes will be to receive payment of the
redemption price.
The notes will not be subject to, or have the benefit of,a sinking fund.
Purchase of Notes upon a Change of Control Triggering Event
If a change of control triggering event occurs, holders of notes will have the
right to require us to repurchase all or any part of their notespursuant to
the offer described below (the "change of control offer") on the terms set
forth in the notes (
provided
that with respect to notes submitted for repurchase in part, the remaining
portion of such notes is in a principalamount of $2,000 or an integral
multiple of $1,000 in excess thereof). In the change of control offer, we will
be required to offer payment in cash equal to 101% of the aggregate principal
amount of notes repurchased plus accrued and unpaidinterest, if any, on the
notes repurchased, to but excluding the date of purchase (the "change of
control payment"). Within 30 days following any change of control triggering
event, we will be required to mail or deliver (or otherwisetransmit in
accordance with the applicable procedures of DTC) a notice to holders of notes
describing the transaction or transactions that constitute the change of
control triggering event and offering to repurchase the notes on the date
specifiedin the notice, which date will be no earlier than 10 days and no
later than 60 days from the date such notice is given (the "change of control
purchase date"), pursuant to the procedures required by the notes and
described in such notice.The notice will, if mailed, delivered or transmitted
prior to the date of the consummation of the change of control, state that the
offer to purchase is conditioned on the change of control triggering event
occurring on or prior to the change ofcontrol purchase date;
provided
that if the change of control triggering event occurs after such change of
control purchase date, we will be required to offer to purchase the notes as
described above. We must comply with the requirements ofRule
14e-l
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
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any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with the repurchase of the notes
as a result of a change of controltriggering event. To the extent that the
provisions of any securities laws or regulations conflict with the change of
control provisions of the notes, we will be required to comply with the
applicable securities laws and regulations and will not bedeemed to have
breached our obligations under the change of control provisions of the notes
by virtue of such conflicts.
On the change ofcontrol purchase date, we will be required, to the extent
lawful, to:
. accept for payment all notes or portions of notes properly tendered
and not properly withdrawn pursuant to thechange of control offer;
. deposit with the paying agent an amount equal to the change of control
payment in respect of all notes orportions of notes properly tendered; and
. deliver or cause to be delivered to the trustee the notes properly accepted together with an
officers'certificate stating the aggregate principal amount of notes or portions of notes being purchased.
The paying agent willpromptly mail or deliver (or otherwise transmit) to each
holder of notes properly tendered the purchase price for the notes, and the
trustee will promptly authenticate and mail or deliver (or cause to be
transferred by book-entry) to each holder anew note equal in principal amount
to any unpurchased portion of any notes surrendered;
provided
that each new note will be in a principal amount of $2,000 and any integral
multiple of $1,000 in excess thereof.
In addition, if holders of not less than 90% in aggregate principal amount of
the notes then outstanding validly tender and do not withdrawsuch notes in a
change of control offer and we, or any third party making such an offer in
lieu of us as described above, purchase all of such notes properly tendered
and not withdrawn by such holders, we or such third party will have the
right,upon not less than 10 days' nor more than 60 days' prior notice (
provided
that such notice is given not more than 60 days following such repurchase
pursuant to the change of control offer described above) to redeem all notes
thatremain outstanding following such tender offer on a date specified in such
notice (the "second change of control purchase date") and at a price in cash
equal to 101% of the aggregate principal amount of the notes repurchased plus
accruedand unpaid interest, if any, on the notes repurchased to, but
excluding, the second change of control purchase date.
We will not berequired to make a change of control offer upon a change of
control triggering event if (i) a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for an
offer made by us, and such thirdparty purchases all notes properly tendered
and not withdrawn under its offer; or (ii) prior to the occurrence of the
related change of control triggering event, we have given written notice of a
redemption of the notes as provided under"--Optional Redemption" above, unless
we have failed to pay the redemption price on the redemption date.
For purposes ofthe foregoing discussion of a repurchase at the option of
holders, the following definitions are applicable:
"Below investment graderating event" means that the rating of the notes is
lowered by each of the Rating Agencies and the notes are rated below an
investment grade rating by each of the Rating Agencies, and such lowering
occurs on any date from the date of the publicnotice of our intention to
effect a change of control until the end of the
60-day
period following public notice of the occurrence of a change of control (which
60-day
period shall be extended so long as the rating of the notes is under publicly
announced consideration for possible downgrade by either of the Rating
Agencies as a result of the change of control);
provided
that a below investment grade ratingevent otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect
to a particular change of control (and thus shall not be deemed a below
investment grade rating event for purposes of thedefinition of change of
control triggering event hereunder) if the Rating Agency or Rating Agencies
making the reduction in rating to which this definition would otherwise apply
do not
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announce or publicly confirm or inform the trustee and us in writing at its or
our request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of orarising as a result of, or in respect of,
the applicable change of control (whether or not the applicable change of
control shall have occurred at the time of the below investment grade rating
event).
"Change of control" means the occurrence of any of the following: (1) the
direct or indirect sale, lease, transfer, conveyanceor other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties and assets of
Fiserv and our subsidiaries taken as a whole to any "person" or"group" (as
those terms are used in Section 13(d)(3) of the Exchange Act) other than us or
one of our subsidiaries; (2) the approval by the holders of our common stock
of any plan or proposal for the liquidation or dissolution ofFiserv (whether
or not otherwise in compliance with the provisions of the indenture); (3) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" or"group" (as those
terms are used in Section 13(d)(3) of the Exchange Act) becomes the
"beneficial owner" (as defined in Rules
13d-3
and
13d-5
under the Exchange Act), directly or indirectly, of more than 50% of the then
outstanding number of shares of our voting stock; or (4) Fiserv consolidates
or merges with or into any entity, pursuant to a transaction in which any of
theoutstanding voting stock of Fiserv or such other entity is converted into
or exchanged for cash, securities or other property (except when voting stock
of Fiserv is converted into, or exchanged for, at least a majority of the
voting stock of thesurviving person).
Notwithstanding the foregoing, a transaction will not be considered to be a
change of control if (a) we become adirect or indirect wholly owned subsidiary
of a person and (b) immediately following that transaction, the direct or
indirect holders of the voting stock of such person are substantially the same
as the holders of our voting stock immediatelyprior to that transaction.
"Change of control triggering event" means the occurrence of both a change of
control and a belowinvestment grade rating event.
"Investment grade rating" means a rating equal to or higher than Baa3 (or the
equivalent underany successor rating category) by Moody's,
BBB-
(or the equivalent under any successor rating category) by S&P and the
equivalent investment grade rating by any other Rating Agency, respectively.
"Moody's" means Moody's Investors Service, Inc., or its successor.
"Rating Agency" means (1) each of Moody's and S&P; and (2) if any of Moody's
or S&P ceases to rate thenotes or fails to make a rating of the notes publicly
available for reasons outside of our control, a "nationally recognized
statistical rating organization" within the meaning of Section 3(a)(62) under
the Exchange Act selected by us(as certified by an officer of us to the
trustee) as a replacement agency for Moody's or S&P, or both of them, as the
case may be.
"S&P" means S&P Global Ratings, a division of S&P Global Inc., or its successor.
The definition of change of control includes a phrase relating to the direct
or indirect sale, transfer, lease, conveyance or otherdisposition of "all or
substantially all" of the properties and assets of us and our subsidiaries
taken as a whole. Although there is a limited body of case law interpreting
the phrase "substantially all," there is no preciseestablished definition of
the phrase under applicable law. Accordingly, the ability of a holder of notes
to require us to repurchase its notes as a result of a sale, transfer, lease,
conveyance or other disposition of less than all of the propertiesand assets
of us and our subsidiaries taken as a whole to another person or group may be
uncertain.
Covenants
Merger, Consolidation and Sale of Assets
We have agreed, with respect to each series of notes, not to consolidate or
merge with or into any other person, permit any other person toconsolidate
with or merge into us or sell, transfer, lease or convey all or
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substantially all of the properties and assets of Fiserv and our subsidiaries,
taken as a whole, to any other person, unless:
. we are the surviving entity or our successor is an entity organized and existing under the
laws of the UnitedStates of America (or any state or territory thereof or the District
of Columbia), the United Kingdom (or any constituent country thereof), Germany, France,
Luxembourg, the Netherlands, Ireland or Canada (or any province or territory thereof);
. the surviving entity, if other than us, expressly assumes, by a supplemental
indenture, the due and punctualpayment of the principal of and any premium and
interest on the outstanding notes and the performance and observance of every
covenant in the indenture that we would otherwise have to perform or observe;
. immediately after giving effect to such transaction and treating any indebtedness that becomes an
obligation ofours or any of our subsidiaries as a result of such transaction as having been incurred
by us or any of our subsidiaries at the time of such transaction, there will not be any event of
default or event which, after notice or lapse of time or both,would become an event of default;
. if, as a result of any such transaction, our property or assets would become
subject to a lien which would not bepermitted under "--Limitations on Liens," we
or our successor shall take those steps that are necessary to secure all outstanding
notes equally and ratably with the indebtedness secured by that lien; and
. we have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that allconditions
precedent to the consummation of the particular transaction under the indenture have been complied with.
Upon any consolidation or merger with or into any other person or any sale,
transfer, lease or conveyance of all or substantially all of theproperties and
assets of Fiserv and our subsidiaries, taken as a whole, to any other person,
the successor person will succeed to, and be substituted for, us under the
indenture, and we, except in the case of a lease, will be relieved of
allobligations and covenants under the notes and the indenture to the extent
we were the predecessor person.
Limitations on Liens
Neither we nor any of our restricted subsidiaries may create or assume, except
in our favor or in favor of one or more of our wholly ownedsubsidiaries, any
mortgage, pledge, lien or encumbrance (as used in this paragraph, "liens") on
any principal property, or upon any stock or indebtedness of any of our
restricted subsidiaries, that secures any indebtedness of Fiserv orsuch
restricted subsidiary unless the outstanding notes of each series are secured
equally and ratably with (or prior to) the obligations so secured by such
lien, except that the foregoing restriction does not apply to the following
types of liens:
(a) liens in connection with workers' compensation, unemployment insurance or
other social security obligations (which phrase shallnot be construed to refer
to ERISA or the minimum funding obligations under Section 412 of the Code);
(b) liens to secure theperformance of bids, tenders, letters of credit,
contracts (other than contracts for the payment of indebtedness), leases,
statutory obligations, surety, customs, appeal, performance and payment bonds
and other obligations of a similar nature, ineach such case arising in the
ordinary course of business;
(c) mechanics', workmen's, carriers', warehousemen's,materialmen's,
landlords', or other similar liens arising in the ordinary course of business
with respect to obligations (i) which are not more than 30 days' past due or
are being contested in good faith and by appropriate actionor (ii) the
nonpayment of which in the aggregate would not reasonably be expected to have
a material adverse effect on Fiserv and its subsidiaries taken as a whole;
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(d) liens for taxes, assessments, fees or governmental charges or levies which
(i) arenot delinquent, (ii) are payable without material penalty, (iii) are
being contested in good faith and by appropriate action or (iv) the nonpayment
of which in the aggregate would not reasonably be expected to have a material
adverseeffect on Fiserv and its subsidiaries taken as a whole;
(e) liens consisting of attachments, judgments or awards against Fiserv or
anysubsidiary with respect to which an appeal or proceeding for review shall
be pending or a stay of execution shall have been obtained, or which are
otherwise being contested in good faith and by appropriate action, and in
respect of which adequatereserves shall have been established in accordance
with GAAP on the books of Fiserv or any of its subsidiaries;
(f) easements, rights ofway, restrictions, leases of property to others,
easements for installations of public utilities, title imperfections and
restrictions, zoning ordinances and other similar encumbrances affecting
property which in the aggregate do not materiallyimpair the operation of the
business of Fiserv and its subsidiaries taken as a whole;
(g) liens existing on the date of the indenture andsecuring indebtedness or
other obligations of Fiserv or any of its subsidiaries;
(h) statutory liens in favor of lessors arising inconnection with property
leased to Fiserv or any of its subsidiaries;
(i) liens on margin stock to the extent that a prohibition on suchliens
pursuant to this provision would violate Regulation U of the U.S. Federal
Reserve Board, as amended;
(j) liens on propertyhereafter acquired by Fiserv or any of its subsidiaries
created within 365 days of such acquisition (or in the case of real property,
completion of construction including any improvements or the commencement of
operation of the property, whicheveroccurs later) to secure or provide for the
payment or financing of all or any part of the purchase price or construction
thereof;
provided
that the lien secured thereby shall attach only to the property so acquired or
constructed and relatedassets (except that individual financings by one person
(or an affiliate thereof) may be cross-collateralized to other financings
provided by such person and its affiliates that are permitted by this clause
(j));
(k) liens in respect of financing leases and permitted sale-leaseback
transactions;
(l) (i) liens on the property of a person that becomes a subsidiary of Fiserv
after the date hereof;
provided
that (A) suchliens existed at the time such person becomes a subsidiary of
Fiserv and were not created in anticipation thereof, (B) any such liens are
not extended to any property of Fiserv or of any of its subsidiaries, other
than the property or assets ofsuch subsidiary, and (ii) liens on the proceeds
of indebtedness incurred to finance an acquisition, investment or refinancing
pursuant to customary escrow or similar arrangements to the extent such
proceeds (A) secure such indebtedness orare otherwise restricted in favor of
the holders of such indebtedness and (B) will be required to repay such
indebtedness if such acquisition, investment or refinancing is not consummated;
(m) liens on property existing at the time of acquisition thereof and not
created in contemplation thereof;
(n) liens (i) of a collecting bank arising under
Section 4-208
of the Uniform CommercialCode on the items in the course of collection, (ii)
in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of set off) and which are within the general
parameters customary in the banking industryand (iii) liens on assets in order
to secure defeased and/or discharged indebtedness;
(o) liens securing securitized indebtednessand receivables factoring,
discounting, facilities or securitizations;
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(p) any extension, renewal, refinancing, substitution or replacement (or
successiveextensions, renewals, refinancings, substitutions or replacements),
as a whole or in part, of any of the liens referred to in paragraphs (g), (j),
(l), (m) and (u) of this covenant to the extent that the principal amount
secured by such lien atsuch time is not increased (other than increases
related to required premiums, accrued interest and reasonable fees and
expenses in connection with such extensions, renewals, refinancings,
substitutions or replacements);
provided
that suchextension, renewal, refinancing, substitution or replacement lien
shall be limited to all or any part of substantially the same property or
assets that secured the lien extended, renewed, refinanced, substituted or
replaced (plus improvements onsuch property and proceeds thereof);
(q) liens on proceeds of any of the assets permitted to be the subject of any
lien or assignmentpermitted by this covenant,
(r) liens upon specific items of inventory or other goods of any person
securing such person'sobligation in respect of banker's acceptances issued or
created in the ordinary course of business for the account of such person to
facilitate the purchase, shipment, or storage of such inventory or other goods,
(s) liens (i) that are contractual rights of
set-off
(A) relating to the establishment ofdepository relations with banks not given
in connection with the issuance of debt, (B) relating to our pooled deposit or
sweep accounts to permit satisfaction of overdraft or similar obligations and
other cash management activities incurred inthe ordinary course of business or
(C) relating to purchase orders and other agreements entered into with our
customers in the ordinary course of business and (ii) (W) of a collection bank
arising under
Section 4-210
of the Uniform Commercial Code on items in the course of collection, (X)
encumbering reasonable customary initial deposits and margin deposits and
attaching to commodity tradingaccounts or other brokerage accounts incurred in
the ordinary course of business, (Y) in favor of banking institutions arising
as a matter of law or pursuant to customary account agreements encumbering
deposits (including the right of
set-off)
and which are within the general parameters customary in the banking industry,
and (Z) of financial institutions funding the vault cash or other
arrangements, pursuant to which various financialinstitutions fund the cash
requirements of automated teller machines and cash access facilities operated
by us or our subsidiaries at customer locations (the "Vault Cash Operations"),
in the cash provided by such institutions for suchVault Cash Operations;
(t) liens pursuant to the terms and conditions of any contracts between us or
any subsidiary and the U.S.government, and
(u) other liens;
provided
that, without duplication, the aggregate sum of all obligations and
indebtedness securedby liens incurred pursuant to this clause (u), together
with the aggregate principal amount secured by liens incurred pursuant to
clause (p) that extend, renew, refinance, substitute for or replace liens
incurred under this clause (u) andthe aggregate attributable value of any
property involved in a sale-leaseback transaction that is permitted to be
incurred solely because it falls under the Applicable Threshold described in
the proviso contained in the definition of "permittedsale-leaseback
transactions," would not exceed the greater of (i) $2.5 billion and (ii) 15.0%
of net worth as determined at the time of, and immediately after giving effect
to, the incurrence of such lien based on the balance sheet for theend of the
most recent quarter for which financial statements are available.
Any lien created for the benefit of the holders of the notespursuant to the
preceding paragraph shall provide by its terms that such lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the lien giving rise to the obligation to equally and ratably
securethe notes.
Limitations on Sale-Leaseback Transactions
Neither we nor any of our restricted subsidiaries may sell or transfer to any
person other than Fiserv or any of its subsidiaries any principalproperty
owned by us or any of our restricted subsidiaries with the intention of taking
back a lease thereof, other than permitted sale-leaseback transactions.
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Our real property, improvements and fixtures are not subject to the
limitations onsale-leaseback transactions described above. As of June 30,
2024, our real property, improvements and fixtures had a net book value of
approximately $2.3 billion, some of which were subject to financing leases.
Definitions
Set forth below is asummary of certain of the defined terms used in the
foregoing provisions. Reference is made to the indenture for the full
definition of all such terms, as well as any other terms used above for which
no definition is provided.
The term "attributable value" means, in respect of any sale-leaseback
transaction, the lesser of (a) the sale price of theprincipal property
involved in such transaction multiplied by a fraction the numerator of which
is the remaining portion of the base term of the lease included in such
sale-leaseback transaction and the denominator of which is the base term of
suchlease and (b) the present value (discounted at the rate of interest
implicit in such transaction) of the total obligations of the lessee for
rental payments during the remaining term of the lease involved in such
transaction (including anyperiod for which the lease has been extended).
The term "GAAP" means generally accepted accounting principles in the
UnitedStates.
The term "indebtedness" means, with respect to any person (a) all indebtedness
for borrowed money, (b) allobligations of such person evidenced by notes,
bonds, debentures or similar instruments and (c) all indebtedness of any other
person of the foregoing types to the extent guaranteed by such person, but
only, for each of clauses (a) through(c), if and to the extent any of the
foregoing indebtedness would appear as a liability upon an unconsolidated
balance sheet of such person prepared in accordance with GAAP (but not
including contingent liabilities which appear only in a footnote toa balance
sheet);
provided
,
however
, that, notwithstanding anything to the contrary contained herein, for
purposes of this definition, "indebtedness" shall not include (1) any
intercompany indebtedness between or amongFiserv and its subsidiaries, (2) any
indebtedness that has been defeased and/or discharged if funds in an amount
equal to all such indebtedness (including interest and any other amounts
required to be paid to the holders thereof in order togive effect to such
defeasance) have been irrevocably deposited with a trustee, paying agent or
other similar Person for the benefit of the relevant holders of such
indebtedness or (3) interest, fees, make-whole amounts, premium, charges
orexpenses, if any, relating to the principal amount of indebtedness.
The term "net worth" means, at any date, the sum of allamounts that would be
included under shareholders' equity on a consolidated balance sheet of Fiserv
and its subsidiaries determined in accordance with GAAP on such date or, in
the event such date is not a fiscal quarter end, as of theimmediately
preceding fiscal quarter end;
provided
that, for purposes of calculating shareholders' equity, any accumulated other
comprehensive income or loss, in each case as reflected on such consolidated
balance sheet of Fiserv and itssubsidiaries determined in accordance with
GAAP, shall be excluded; provided, further, that "net worth" shall be adjusted
to give effect to each acquisition and disposition of assets other than in the
ordinary course of business (includingby way of merger) that has occurred on
or prior to the date on which net worth is being calculated but after the
immediately preceding quarter end as if such acquisition or disposition had
occurred on the date of such immediately preceding quarterend.
The term "permitted sale-leaseback transaction" means any sale or transfer by
us or any of our restricted subsidiaries ofany principal property owned by us
or any of our restricted subsidiaries with the intention of taking back a
lease thereof;
provided
,
however
, that "permitted sale-leaseback transactions" shall not include any
suchtransaction involving machinery and/or equipment (excluding any lease for
a temporary period of not more than
thirty-six
months with the intent that the use of the subject machinery and/or equipment
will bediscontinued at or before the expiration of such period) relating to
facilities (a) in full operation for more than 180 days as of the date of the
indenture and (b) that are material to the business of Fiserv and its
subsidiaries taken asa whole, to the extent that the aggregate attributable
value of the machinery and/or equipment from time to time involved
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in such transactions (giving effect to payment in full under any such
transaction and excluding the Applied Amounts, as defined in the following
sentence), plus the amount of obligations andindebtedness from time to time
secured by liens incurred under clause (u) of the covenant described under
"--Limitations on Liens" above, exceeds the greater of (i) $2.5 billion and
(ii) 15.0% of net worth as determined atthe time of, and immediately after
giving effect to, the incurrence of such transactions based on the balance
sheet for the end of the most recent quarter for which financial statements
are available (such greater amount, the "ApplicableThreshold"). For purposes
of this definition, "Applied Amounts" means an amount (which may be
conclusively determined by the board of directors of Fiserv) equal to the
greater of (i) capitalized rent with respect to theapplicable machinery and/or
equipment and (ii) the fair value of the applicable machinery and/or
equipment, that is applied within 180 days of the applicable transaction or
transactions to repayment of the notes or to the repayment of anyindebtedness
for borrowed money which, in accordance with GAAP, is classified as long-term
debt and that is on parity with the notes.
Theterm "principal property" means the real property, fixtures, machinery and
equipment relating to any facility that is real property located within the
territorial limits of the United States of America (excluding its territories
andpossessions and Puerto Rico) owned by us or any restricted subsidiary,
except for any facility that (i) has a net book value, on the date the
determination of whether such property is a principal property is being made
for purposes of thecovenants set forth under "--Limitations on Liens" and
"--Limitations on Sale-Leaseback Transactions", of less than 2% of our net
worth or (ii) in the opinion of our board of directors, is not of material
importanceto the business conducted by us and our subsidiaries, taken as a
whole.
The term "property" means, with respect to any person,all types of real,
personal or mixed property and all types of tangible or intangible property
owned or leased by such person.
The term"restricted subsidiary" means any subsidiary of ours that constitutes
a "significant subsidiary" (as such term is defined in Regulation
S-X,
promulgated pursuant to the Securities Act of1933) and owns a principal
property, excluding: (i) Bastogne, Inc. and any bankruptcy-remote,
special-purpose entity created in connection with the financing of settlement
float with respect to customer funds or otherwise, (ii) anysubsidiary which is
not organized under the laws of any state of the United States of America;
(iii) any subsidiary which conducts the major portion of its business outside
the United States of America; and (iv) any subsidiary of any ofthe foregoing.
The term "securitized indebtedness" means, with respect to any person as of
any date, the reasonably expectedliability of such person for the repayment
of, or otherwise relating to, all accounts receivable, general intangibles,
chattel paper or other financial assets and related rights and assets sold or
otherwise transferred by such person, or anysubsidiary or affiliate thereof,
on or prior to such date.
The term "subsidiary" of any person (the "parent") meansany corporation,
limited liability company, partnership, association or other entity the
accounts of which would be consolidated with those of the parent in the
parent's consolidated financial statements if such financial statements
wereprepared in accordance with GAAP (excluding any FIN 46 Entity, but only to
the extent that the owners of such FIN 46 Entity's indebtedness have no
recourse, directly or indirectly, to such person or any of its subsidiaries
for the principal,premium, if any, and interest on such indebtedness) as of
such date, as well as any other corporation, limited liability company,
partnership, association or other entity of which securities or other
ownership interests representing more than 50% ofthe equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50%
of the general partnership interests are, as of such date, owned, controlled
or held by such person. "FIN 46 Entity" means any personthe financial
condition and results of which, solely due to Accounting Standards
Codification 810 or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect (as amended, restated,
supplemented,replaced or otherwise modified from time to time), such person is
required to consolidate in its financial statements. "Controlled" means the
possession, directly or indirectly, of the power to direct or cause the
direction of themanagement or policies of a person, whether through the
ability to exercise voting power, by contract or otherwise.
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The term "wholly owned subsidiary" of any person means (i) any corporation,assoc
iation or other business entity of which 100% of the total voting power of
shares of capital stock or other equity interests entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers ortrustees thereof is at the time owned or controlled, directly or
indirectly, by such person or one or more of the other subsidiaries of such
person (or a combination thereof) and (ii) any partnership, limited liability
company or similarpass-through entity of which the sole partners, members or
other similar persons in corresponding roles, however designated, are such
person or one or more of the other subsidiaries of such person (or any
combination thereof).
Except as otherwise expressly provided in the indenture, all accounting terms
not otherwise defined in the indenture have the meaningsassigned to them in
accordance with GAAP as in effect on the date of the indenture, but (i)
without giving effect to any election under Accounting Standards Codification
825-10-25
(or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any indebtedness or
otherliabilities of Fiserv or any subsidiary at "fair value," as defined
therein and (ii) without giving effect to any treatment of indebtedness in
respect of convertible debt instruments under Accounting Standards Codification
470-20
(or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such indebtedness in
a reduced or bifurcated manner as described therein, andsuch indebtedness
shall at all times be valued at the full stated principal amount thereof.
Payment of Additional Amounts
If, following a transaction to which the provisions of the indenture described
above under "--Merger, Consolidation and Sale ofAssets" applies, the surviving
entity is organized under the laws of a jurisdiction other than the United
States, any state or territory thereof or the District of Columbia, all
payments made to each holder or beneficial owner by the survivingperson under,
or with respect to, the notes will be made free and clear of, and without
withholding or deduction for or on account of, any present or future tax,
duty, levy, impost, assessment or other governmental charge (including
penalties,interest and other liabilities related thereto), which we
collectively refer to in this prospectus supplement as the "Taxes," imposed or
levied by or on behalf of the jurisdiction of organization or tax residence of
the surviving entity orany political subdivision thereof or taxing authority
therein, which we refer to in this prospectus supplement as a "Taxing
Jurisdiction," unless such withholding or deduction is required by law or by
the official interpretation oradministration thereof.
If any amount for, or on account of, such Taxes is required to be withheld or
deducted from any payment madeunder or with respect to the notes to a holder
or beneficial owner, the surviving entity will pay such additional amounts,
which we refer to in this prospectus supplement as "Additional Amounts," as
may be necessary so that the net amountreceived by each holder or beneficial
owner (including Additional Amounts) after such withholding or deduction will
not be less than the amount such holder or beneficial owner would have
received if such Taxes had not been required to be withheld ordeducted;
provided
,
however
, that the foregoing obligation to pay Additional Amounts does not apply to:
. any Taxes imposed by the United States, including any Taxes withheld or deducted pursuant to Sections 1471through 1474
of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections), any U.S.
Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements (including any
lawimplementing any such agreement) entered into in connection with the implementation thereof (collectively, "FATCA");
. any Taxes that would not have been so imposed but for the existence
of any present or former connection betweenthe relevant holder or any
beneficial owner (or between a fiduciary, settlor, beneficiary, member
or shareholder of, or possessor of power over the relevant holder
or beneficial owner, if the relevant holder or beneficial owner is
an estate,nominee, trust or entity) and a Taxing Jurisdiction (other
than the mere receipt of such payment or the ownership or holding of
such note outside of the surviving entity's country of organization);
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. any Taxes that are imposed or withheld by reason of the failure by the relevant holder or any
beneficial owner ofthe notes to comply on a timely basis with a written request of the surviving
entity addressed to such holder or beneficial owner to provide certification, information,
documents or other evidence concerning the nationality, residence or identity ofsuch holder
or beneficial owner or to make any declaration or similar claim or satisfy any other reporting
requirement relating to such matters, which is required by a statute, treaty, regulation
or administrative practice of the applicable TaxingJurisdiction as a precondition to exemption
from, or reduction in the rate of withholding or deduction of, all or part of such Taxes;
. any estate, inheritance, gift, sales, excise, transfer, personal
property tax or similar tax, duty, assessment orgovernmental charge;
. any Taxes that are payable other than by deduction or withholding from a payment on or in respect of the notes;
. any Taxes that are withheld or deducted by a paying agent from a payment
if the notes were presented for paymentby or on behalf of a holder
to such paying agent and such withholding or deduction could have been
avoided by presenting the relevant notes to another paying agent;
. any Taxes that are payable by any person acting as custodian bank or
collecting agent on behalf of a holder, orotherwise in any manner which
does not constitute a withholding or deduction by the surviving entity,
its paying agent, or any successor thereof from payments made by it;
. any Taxes that are payable by reason of a change in law that becomes
effective more than 15 days after therelevant payment becomes due and
is made available for payment to the holders, unless such Taxes would
have been applicable had payment been made within such 15 day period;
. any Taxes that are deducted or withheld pursuant to (i) any European Union directive or regulationconcerning
the taxation of interest income; (ii) any international treaty or understanding relating to such taxation and
to which the Taxing Jurisdiction or the European Union is a party or (iii) any provision of law implementing,
orcomplying with, or introduced to conform with, such directive, regulation, treaty or understanding; or
. any combination of the Taxes described above.
In addition, the surviving entity shall not be required to pay Additional
Amounts to a holder that is a fiduciary or partnership or any personother than
the sole beneficial owner of such payment, to the extent that a beneficiary or
settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the
AdditionalAmounts had such beneficiary, settlor, member or beneficial owner
been the actual holder of such note.
Whenever reference is made in anycontext to the principal of, and any interest
on, any note, such mention shall be deemed to include any relevant Additional
Amounts to the extent that, in such context, Additional Amounts are, were or
would be payable in respect of such note.
Optional Tax Redemption
Each series ofnotes may be redeemed at any time, at the surviving entity's
option, in whole but not in part, upon not less than 10 nor more than 60 days'
prior notice, at a redemption price equal to 100% of the principal amount of
the notes of suchseries then outstanding, plus accrued and unpaid interest on
the principal amount being redeemed (and any Additional Amounts) to (but
excluding) the redemption date, if (i) at any time following a transaction to
which the provisions of theindenture described above under "--Merger,
Consolidation and Sale of Assets" apply, the surviving entity is required to
pay Additional Amounts pursuant to the provisions described above under
"--Payment of AdditionalAmounts" and (ii) such obligation cannot be avoided by
the surviving entity taking reasonable measures available to it.
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Prior to the mailing of any such notice of redemption pursuant to the
foregoing, thesurviving entity will deliver to the trustee an opinion of
independent tax counsel of recognized standing to the effect that the
surviving entity is or would be obligated to pay such Additional Amounts.
No notice of redemption may be given earlier than 90 days prior to the
earliest date on which the surviving entity would be obligated to
payAdditional Amounts if a payment in respect of the relevant notes were then
due.
Events of Default
An "event of default" with respect to each series of notes occurs if:
. we fail to pay interest on any of the notes of that series when due
and payable and that failure continues for 30consecutive days;
. we fail to pay the principal of, or premium, if any, on, any of the
notes of that series at its maturity or whenotherwise due and payable;
. there is a default (which shall not have been cured or waived) in the payment of any principal
of or interest onany of our indebtedness for borrowed money aggregating more than $500 million
in principal amount, after giving effect to any applicable grace period, or in the performance
of any other term or provision of any of our indebtedness in excess of$500 million in principal
amount that results in such indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such acceleration is not rescinded
or annulled, or suchindebtedness has not been discharged, within a period of 60 consecutive days
after there has been given written notice specifying such default as provided in the indenture;
. we fail to perform any covenant in the indenture with respect to the notes of that series and that
failurecontinues for 90 consecutive days after we receive written notice as provided in the indenture; or
. certain actions are taken relating to our bankruptcy, insolvency or reorganization or the bankruptcy, insolvencyor
reorganization of any restricted subsidiary of ours and, in certain circumstances, remain in effect for 60 consecutive days.
If an event of default with respect to the notes of a series occurs and
continues, except for the bankruptcy, insolvency or reorganizationactions
referred to above, then the trustee or the holders of at least 25% in
principal amount of the outstanding notes of the applicable series may require
us to repay immediately the principal of, and any unpaid premium and interest
on, alloutstanding notes of such series. The holders of at least a majority in
principal amount of the outstanding notes of the applicable series may rescind
and annul that acceleration if all events of default with respect to the notes
of that series,other than the nonpayment of accelerated principal, have been
cured or waived as provided in the indenture. An event of default arising from
the bankruptcy, insolvency or reorganization actions referred to above shall
cause the principal of, and anyunpaid premium and interest on, all notes to
become immediately due and payable without any declaration or other act by the
trustee, the holders of the notes or any other party.
The trustee is not obligated to exercise any of its rights or powers under the
indenture at the request or direction of any holder of notes,unless the
holders offer reasonable indemnity to the trustee. If the holders offer
reasonable indemnity to the trustee, then the holders of at least a majority
in principal amount of the outstanding notes of an applicable series will have
the right,subject to some limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to the
notes of that series.
No holder of any note of a series will have any right to institute any
proceeding with respect to the indenture or for any remedy under theindenture
unless:
. the holder has previously given to the trustee written notice of a
continuing event of default with respect tothe notes of that series;
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. the holders of at least 25% in principal amount of the outstanding notes of that series have made a
writtenrequest, and offered reasonable indemnity, to the trustee to institute a proceeding as trustee;
. the trustee has failed to institute the requested proceeding within 60 consecutive days after receipt of suchnotice; and
. the trustee has not received from the holders of at least a majority in principal amount of
the outstanding notesof that series a direction inconsistent with the request during that
60-day
period.
However, the holder of any note will have the absolute and unconditional right
to receive payment of the principal of, and premium, if any,and interest on,
that note as expressed therein, and to institute suit for the enforcement of
any such payment.
We are required tofurnish to the trustee annually within 120 days after the
end of our fiscal year a statement as to the absence of some defaults under
the indenture. Within 30 days after the occurrence of an event of default the
trustee shall give notice of suchevent of default or of any event which, after
notice or lapse of time or both, would become an event of default, known to
it, to the holders of the notes, except that, in the case of a default other
than a payment default, the trustee may withholdnotice if the trustee
determines that withholding notice is in the interest of the holders.
Modification, Amendment and Waiver
We, together with the trustee, may modify or amend the indenture and the terms
of the notes of a series with the consent of the holders of atleast a majority
in principal amount of the outstanding notes of such series;
provided
that no modification or amendment may, without the consent of each affected
holder of the notes of the affected series:
. change the stated maturity of the principal of, or any installment of interest on, any note;
. reduce the principal of, or rate of interest on, any note;
. reduce any amount payable upon the redemption or purchase at the option of the holder of any note;
. change any place of payment where, or the currency in which, any
principal of, or premium, if any, or intereston, any note is payable;
. impair the right to institute suit for the enforcement of any payment on or
with respect to any note on or afterthe stated maturity or redemption date; or
. reduce the percentage in principal amount of outstanding notes the consent of whose holders is required formodification or
amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.
The holders of at least a majority in principal amount of the outstanding
notes of a series may, on behalf of the holders of all notes of thatseries,
waive any past default under the indenture and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest
on, any notes or in respect of a covenant or provision that under the
indenture cannot bemodified or amended without the consent of each holder of
that series. In addition, the holders of at least a majority in principal
amount of the outstanding notes of a series may, on behalf of the holders of
all notes of that series, waivecompliance with any other provision of the
indenture or the notes, including compliance with our covenants described
above under "--Covenants--Limitations on Liens" and "--Covenants--Limitations
on Sale-LeasebackTransactions."
In addition, we, together with the trustee, may modify or amend the indenture
and the terms of the notes withoutseeking the consent of any holders of the
notes to:
. allow our successor to assume our obligations under the indenture and the notes pursuant to the
provisionsdescribed above under the heading "--Covenants--Merger, Consolidation and Sale of Assets";
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. add to our covenants for the benefit of the holders of the notes or the trustee, paying agent, security
registraror other agent or similar person or surrender any right or power we have under the indenture;
. add any additional events of default;
. add to or change any provisions of the indenture to the extent necessary
to permit or facilitate the issuance ofnotes in uncertificated form;
. amend or supplement any provision contained in the indenture or in any
supplemental indentures to the extent suchamendment or supplement does
not apply to any outstanding notes issued prior to the date of such
amendment or supplement and entitled to the benefits of such provision;
. secure the notes and provide for the terms of the release of such security;
. add guarantees with respect to our obligations under the notes and provide for the terms of the release of suchguarantees;
. provide for a successor trustee with respect to the notes or otherwise change any of the provisions of theindenture as
shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee;
. provide for the issuance of additional notes to the extent permitted under the indenture;
. provide for a
co-issuer
with respect to the notes;
. cure any ambiguity, omission, defect or inconsistency, as determined in good faith by us;
. conform the indenture to the description of the notes contained in this prospectus supplement and in theaccompanying prospectus;
. comply with the rules and regulations of DTC or any other clearing system and the rules and regulations
of anysecurities exchange or automated quotation system on which the notes may be listed or traded; or
. make any other amendment or supplement to the indenture as long as that amendment or supplement does notadversely
affect the rights of the holders of any notes in any material respect, as determined in good faith by us.
Noamendment or supplement to the indenture made solely to conform the
indenture to this description of the notes contained in this prospectus
supplement and in the accompanying prospectus will be deemed to adversely
affect the interests of the holdersof the notes.
Defeasance, Covenant Defeasance and Satisfaction and Discharge
Except as prohibited by the indenture, if we deposit with the trustee
sufficient money or U.S. government obligations, or both, to pay theprincipal
of, and premium, if any, and interest on, the notes on the scheduled due dates
therefor, then at our option we may be discharged from certain of our
obligations with respect to the notes or elect that our failure to comply with
certainrestrictive covenants, including those described in "--Covenants--Merger,
Consolidation and Sale of Assets," "--Covenants--Limitations on Liens," and
"--Covenants--Limitations on Sale-LeasebackTransactions" will not be deemed to
be or result in an event of default under the notes.
In addition, the indenture will bedischarged and will cease to be of further
effect as to the notes of a series (except as to any surviving rights
expressly provided for in the indenture) when:
. either:
all notes of such series that have been authenticated (except lost, stolen
or destroyed notes that have beenreplaced or paid and notes for whose
payment money has theretofore been deposited in trust and thereafter
repaid to us) have been delivered to the trustee for cancellation; or
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all notes of such series that have not been delivered to the trustee for
cancellation have become due and payableor will become due and payable at their
stated maturity within one year or are to be called for redemption within
one year under arrangements satisfactory to the trustee and in any case
we have deposited with the trustee as trust funds U.S. dollarsor government
obligations in an amount sufficient, to pay the entire indebtedness of such
notes not delivered to the trustee for cancellation, for principal, premium,
if any, and accrued interest to the stated maturity or redemption date;
. we have paid or caused to be paid all other sums payable by us in respect of such notes under the indenture; and
. we have delivered an officers' certificate and an opinion of counsel to the trustee stating that allconditions
precedent to satisfaction and discharge of the indenture with respect to such notes have been satisfied.
Governing Law
The notes and the indenture will be governed by, and construed in accordance
with, the laws of the State of New York.
Book-Entry
The Depository Trust Company,or "DTC," which we refer to along with its
successors in this capacity as the depositary, will act as securities
depositary for the notes. The notes will be issued only as fully registered
securities registered in the name ofCede & Co., the depositary's nominee. One
or more fully registered global security certificates, representing the total
aggregate principal amount of the notes of a series, will be issued and will
be deposited with the depositary orits custodian and will bear a legend
regarding the restrictions on exchanges and registration of transfer referred
to below.
The laws ofsome jurisdictions may require that some purchasers of securities
take physical delivery of securities in definitive form. These laws may impair
the ability to transfer beneficial interests in the notes so long as the notes
are represented by globalsecurity certificates.
Investors may elect to hold interests in the global notes through either DTC
in the United States or ClearstreamBanking, S.A. ("Clearstream") or Euroclear
Bank SA/NV (the "Euroclear Operator"), as operator of the Euroclear system
("Euroclear"), in Europe if they are participants of such systems, or
indirectly throughorganizations which are participants in such systems.
Clearstream and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Clearstream's and Euroclear's names
on the books of theirrespective depositaries, which in turn will hold such
interests in customers' securities accounts in the depositaries' names on the
books of DTC. Citibank N.A. will act as depositary for Clearstream and
JPMorgan Chase Bank, N.A. will actas depositary for Euroclear (in such
capacities, the "U.S. Depositaries").
DTC advises that it is a limited-purpose trustcompany organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New YorkUniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The depositary holds securities that its participants deposit with the
depositary. The depositary alsofacilitates the settlement among participants
of securities transactions, including transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the need forphysical movement of securities
certificates. Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
The rules applicable to the depositary and its participants areon file with
the SEC.
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We have been advised by Clearstream and Euroclear, respectively, as follows:
Clearstream
Clearstream hasadvised that it is incorporated under the laws of Luxembourg
and is licensed as a bank and professional depositary. Clearstream holds
securities for its participating organizations. Clearstream facilitates the
clearance and settlement of securitiestransactions between Clearstream
participants through electronic book-entry changes in accounts of Clearstream
participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream participants, amongother
things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. Clearstream
hasestablished an electronic bridge with the Euroclear Operator (as defined
below) to facilitate the settlement of trades between the nominees of
Clearstream and Euroclear. As a registered bank in Luxembourg, Clearstream is
subject to regulation by theLuxembourg Commission for the Supervision of the
Financial Sector (
Commission de Surveillance du Secteur Financier
). Clearstream participants are recognized financial institutions around the
world, including underwriters, securities brokersand dealers, banks, trust
companies, clearing corporations and certain other organizations and may
include the underwriters. Indirect access to Clearstream is also available to
others, such as banks, brokers, dealers and trust companies that clearthrough
or maintain a custodial relationship with a Clearstream participant, either
directly or indirectly.
Distributions with respect tointerests in the global notes held beneficially
through Clearstream will be credited to cash accounts of Clearstream
participants in accordance with its rules and procedures.
Euroclear
Euroclear has advisedthat it was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physicalmovement of certificates and
eliminating any risk from lack of simultaneous transfers of securities and
cash. Euroclear is operated by Euroclear Bank SA/NV (the "Euroclear
Operator"). All operations are conducted by the Euroclear Operator,and all
Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator. Euroclear participants include banks
(including central banks), securities brokers and dealers and other
professional financialintermediaries and may include the underwriters.
Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use ofEuroclear and the
related operating procedures of Euroclear, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals ofsecurities
and cash from Euroclear, and receipts of payments with respect to securities
in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance
accounts.The Euroclear Operator acts under the Terms and Conditions only on
behalf of Euroclear participants, and has no record of or relationship with
persons holding securities through Euroclear participants.
Distributions with respect to interests in the global notes held beneficially
through Euroclear will be credited to the cash accounts ofEuroclear
participants in accordance with the Terms and Conditions.
We will issue the notes in definitive certificated form if thedepositary
notifies us that it is unwilling or unable to continue as depositary or the
depositary ceases to be a clearing agency registered under the Exchange Act
and a successor depositary is not appointed by us within 90 days or an event
ofdefault has occurred and is ongoing. If we determine at any time that the
notes shall no longer be represented by global security certificates, we will
inform the depositary of such determination who will, in turn, notify
participants of their rightto
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withdraw their beneficial interest from the global security certificates, and
if such participants elect to withdraw their beneficial interests, we will
issue certificates in definitive form inexchange for such beneficial interests
in the global security certificates. Any global note, or portion thereof, that
is exchangeable pursuant to this paragraph will be exchangeable for note
certificates, as the case may be, registered in the namesdirected by the
depositary. We expect that these instructions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global security certificates.
As long as the depositary or its nominee is the registered owner of the global
security certificates, the depositary or its nominee, as thecase may be, will
be considered the sole owner and holder of the global security certificates
and all notes represented by these certificates for all purposes under the
notes and the indenture. Except in the limited circumstances referred to
above,owners of beneficial interests in global security certificates:
. will not be entitled to have the notes represented by these global security certificates registered in theirnames, and
. will not be considered to be owners or holders of the global security certificates or any
notes represented bythese certificates for any purpose under the notes or the indenture.
All payments on the notes represented by theglobal security certificates and
all transfers and deliveries of related notes will be made to the depositary
or its nominee, as the case may be, as the holder of the securities.
Ownership of beneficial interests in the global security certificates will be
limited to participants or persons that may hold beneficialinterests through
institutions that have accounts with the depositary or its nominee. Ownership
of beneficial interests in global security certificates will be shown only on,
and the transfer of those ownership interests will be effected onlythrough,
records maintained by the depositary or its nominee, with respect to
participants' interests, or any participant, with respect to interests of
persons held by the participant on their behalf. Payments, transfers,
deliveries, exchangesand other matters relating to beneficial interests in
global security certificates may be subject to various policies and procedures
adopted by the depositary from time to time. Neither we nor the trustee will
have any responsibility or liabilityfor any aspect of the depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in global security certificates, or for maintaining,
supervising or reviewing any of thedepositary's records or any participant's
records relating to these beneficial ownership interests.
Although the depositary hasagreed to the foregoing procedures in order to
facilitate transfers of interests in the global security certificates among
participants, the depositary is under no obligation to perform or continue to
perform these procedures, and these proceduresmay be discontinued at any time.
We will not have any responsibility for the performance by the depositary or
its direct participants or indirect participants under the rules and
procedures governing the depositary.
The information in this section concerning the depositary, its book-entry
system, Clearstream and Euroclear has been obtained from sourcesthat we
believe to be reliable, but we have not attempted to verify the accuracy of
this information.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available funds.
Secondary market trading between DTC participants willoccur in the ordinary
way in accordance with DTC rules and will be settled in immediately available
funds using DTC's
Same-Day
Funds Settlement System. Secondary market trading between Clearstreamparticipant
s and/or Euroclear participants will occur in the ordinary way in accordance
with the applicable rules and operating procedures of Clearstream and
Euroclear, as applicable.
Cross-market transfers between persons holding directly or indirectly through
DTC on the one hand, and directly or indirectly throughClearstream
participants or Euroclear participants, on the other, will be effected
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through DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery ofinstructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearingsystem will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment
inaccordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream participants and Euroclear
participants may not deliver instructions directly to their respective
U.S.Depositaries.
Because of time-zone differences, credits of notes received in Clearstream or
Euroclear as a result of a transaction with aDTC participant will be made
during subsequent securities settlement processing and dated the business day
following the DTC settlement date. Such credits or any transactions in such
notes settled during such processing will be reported to therelevant Euroclear
participant or Clearstream participant on such business day. Cash received in
Clearstream or Euroclear as a result of sales of the notes by or through a
Clearstream participant or a Euroclear participant to a DTC participant willbe
received with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participantsof DTC,
Clearstream and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued or changed
at any time.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material U.S. federal income tax
considerations relevant to U.S. Holders and
Non-U.S.
Holders (both as defined below) relating to the purchase, ownership and
disposition of the notes. This summary is based upon current provisions of the
Internal Revenue Code of 1986, as amended (the"Code"), existing and proposed
Treasury regulations promulgated thereunder, judicial decisions and rulings,
pronouncements and administrative interpretations of the Internal Revenue
Service (the "IRS"), all of which are subjectto change, possibly on a
retroactive basis, at any time by legislative, judicial or administrative
action. We cannot assure you that the IRS will not challenge the conclusions
stated below, and no ruling from the IRS has been (or will be) sought onany of
the matters discussed below.
For purposes of this summary, a "U.S. Holder" is a beneficial owner of notes
that is(a) an individual who is a citizen of the United States or who is
resident in the United States for U.S. federal income tax purposes, (b) an
entity that is classified for U.S. federal income tax purposes as a
corporation and that isorganized under the laws of the United States, any
state thereof, or the District of Columbia, or is otherwise treated for U.S.
federal income tax purposes as a domestic corporation, (c) an estate, the
income of which is subject to U.S. federalincome taxation regardless of its
source, or (d) a trust (i) whose administration is subject to the primary
supervision of a court within the United States and all substantial decisions
of which are subject to the control of one or moreUnited States persons as
described in Section 7701(a)(30) of the Code ("United States persons"), or
(ii) that has a valid election in effect under applicable Treasury regulations
to be treated as a United States person.
For purposes of this summary, a
"Non-U.S.
Holder" is a beneficial owner of notes that is(a) a nonresident alien
individual, (b) a foreign corporation, or (c) an estate or trust that in
either case is not subject to United States federal income tax on a net income
basis on income or gain from a note. If an entityclassified for U.S. federal
income tax purposes as a partnership owns notes, the tax treatment of a member
of the entity will depend on the status of the member and the activities of
the entity. The tax treatment of such an entity, and the taxtreatment of any
member of such an entity, are not addressed in this summary. Any entity that
is classified for U.S. federal income tax purposes as a partnership and that
owns notes, and any members of such an entity, are encouraged to consult
theirown tax advisors.
The following summary does not purport to be a complete analysis of all the
potential U.S. federal income taxconsiderations relating to the purchase,
ownership, and disposition of the notes. Without limiting the generality of
the foregoing, this summary does not address the effect of any special rules
applicable to certain types of beneficial owners,including, without
limitation, dealers in securities, insurance companies, financial
institutions, thrifts, regulated investment companies,
tax-exempt
entities, U.S. Holders whose functional currency is notthe U.S. dollar,
persons who hold notes as part of a straddle, conversion transaction, or other
risk reduction or integrated investment transaction, persons who purchase or
sell notes as part of a wash sale for tax purposes, traders in securitiesthat
elect to use a
mark-to-market
method of tax accounting for their securities holdings, individual retirement
accounts or qualified pension plans, controlled foreigncorporations, or
investors in pass through entities, including partnerships and Subchapter S
corporations. Furthermore, this summary does not discuss any tax consequences
arising under the Medicare contribution tax on net investment income or
thealternative minimum tax, and does not address any aspects of state, local,
or
non-U.S.
taxation. This summary only applies to those beneficial owners that purchase
notes in the initial offering at the initialoffering price and that hold notes
as "capital assets" within the meaning of Section 1221 of the Code. In the
case of any
Non-U.S.
Holder who is an individual, this summary assumes that thisindividual was not
formerly a United States citizen, and was not formerly a resident of the
United States for U.S. federal income tax purposes.
Treasury regulations provide special rules for the treatment of debt
instruments that provide for contingent payments. Under theseregulations, a
contingency is disregarded if the contingency is remote or incidental. In
addition, these regulations provide that if a debt instrument provides for
alternative payment schedules applicable upon the occurrence of one or
morecontingencies, other than remote or incidental contingencies, a single
payment schedule can be presumed to apply if such payment schedule is
significantly more likely than not to
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occur, and the timing and amounts of the payments that compose each payment
schedule are known as of the issue date. We believe and intend to take the
position that the contingencies on the notes(for example, your right to
require us to purchase the notes upon a change of control triggering event as
described under "Description of the Notes--Purchase of Notes upon a Change of
Control Triggering Event," and our requirement topay certain additional
amounts under certain circumstances as described under "Description of the
Notes--Payment of Additional Amounts") will not cause the "contingent payment
debt instrument" rules of the Treasuryregulations to apply. Our position is
based, in part, on our determination that, as of the date of the issuance of
the notes, the possibility that we might be required to repurchase the notes
or pay additional amounts is a remote or incidentalcontingency within the
meaning of applicable Treasury regulations. Our position is binding on you
unless you disclose a contrary position in a manner required by applicable
Treasury regulations. However, a successful challenge of this position bythe
IRS could adversely affect the timing and amount of income inclusions with
respect to the notes, and could also cause any gain from the sale or other
disposition of a note to be treated as ordinary income rather than as capital
gain. Beneficialowners of the notes are encouraged to consult their own tax
advisors regarding the possible application of the contingent payment debt
instrument rules to the notes. The remainder of this summary assumes that the
notes will not be considered to becontingent payment debt instruments.
THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED HEREIN SOLELY FOR
INFORMATION PURPOSES. THISSUMMARY IS NOT INTENDED TO BE, AND SHOULD NOT BE
CONSTRUED TO BE, LEGAL OR TAX ADVICE. NO REPRESENTATION WITH RESPECT TO THE
CONSEQUENCES TO ANY PARTICULAR PURCHASER OF THE NOTES IS MADE. PROSPECTIVE
PURCHASERS SHOULD CONSULT THEIR OWN ADVISORS WITHRESPECT TO THEIR PARTICULAR
CIRCUMSTANCES.
U.S. Holders
Interest
It is anticipated, andthis summary assumes, that the notes will be issued with
less than a
de
minimis
amount of original issue discount, if any (as determined under the Code).
Stated interest on the notes generally will be taxable to a U.S. Holder
asordinary income as the interest accrues or is paid (in accordance with the
U.S. Holder's method of tax accounting).
Disposition of Notes
In the case of a sale or other taxable disposition (including a redemption or
retirement) of a note, a U.S. Holder will recognizegain or loss equal to the
difference, if any, between the amount realized from such disposition (other
than any amount representing accrued but unpaid interest, which will be
treated as ordinary income to the extent not previously included inincome) and
the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax
basis in a note generally will equal the cost of the note to the U.S. Holder.
A gain or loss recognized by a U.S. Holder on a sale or other taxabledisposition
of a note generally will constitute capital gain or loss. Capital gain
recognized by an individual upon the sale or other taxable disposition of a
note that is held for more than one year is generally eligible for a reduced
rate of U.S.federal income taxation. The deductibility of a capital loss
recognized upon the sale or other taxable disposition of a note is subject to
limitations.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply with respect to
payments of principal and interest on the notes to a U.S. Holder, andwith
respect to payments to a U.S. Holder of any proceeds from a disposition of the
notes. In addition, a U.S. Holder may be subject to backup withholding on such
payments that are subject to information reporting if the U.S. Holder fails to
supplyits correct taxpayer identification number in the manner required by
applicable law, fails to certify that it is not subject to backup withholding,
or otherwise fails to comply with applicable backup withholding rules.
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Certain persons are exempt from information reporting and backup withholding,
includingcorporations and financial institutions. Exempt recipients that are
not subject to backup withholding and do not provide an IRS Form
W-9
may nonetheless be treated as foreign payees subject to withholdingunder
FATCA, and may be withheld upon at the 30% rate discussed below under
"--Non-U.S.
Holders--Foreign Account Tax Compliance." U.S. Holders should consult their
tax advisors as to theirqualification for exemption from backup withholding
and the procedure for obtaining such exemption.
Any amounts withheld from a U.S.Holder under the backup withholding provisions
may be credited against the U.S. federal income tax liability, if any, of the
U.S. Holder, and may entitle the U.S. Holder to a refund, provided that the
required information is timely furnished to theIRS.
Non-U.S.
Holders
Interest
Interest earned on a noteby a
Non-U.S.
Holder will be considered "portfolio interest," and (subject to the discussion
below under "--Information Reporting and Backup Withholding" and "--Foreign
AccountTax Compliance") will not be subject to U.S. federal income tax or
withholding, if:
. the
Non-U.S.
Holder is neither (i) a "controlled foreigncorporation" that is related to us
as described in Section 881(c)(3)(C) of the Code nor (ii) a person who owns,
directly or under the attribution rules of Section 871(h)(3)(C) of the Code,
10% or more of the total combined votingpower of our equity interests;
. the certification requirements described below are satisfied; and
. the interest is not effectively connected with the conduct of a trade or business within the United States by the
Non-U.S.
Holder.
In order to satisfy the certification requirement, the
Non-U.S.
Holder must provide a properly completed IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
asapplicable (or substitute Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable, or the appropriate successor form), under penalty ofperjury,
that provides the
Non-U.S.
Holder's name and address and certifies that the
Non-U.S.
Holder is not a United States person. Alternatively, in a case where
asecurities clearing organization, bank or other financial institution holds
the note in the ordinary course of its trade or business on behalf of the
Non-U.S.
Holder, the person who otherwise would be requiredto withhold U.S. federal
income tax must receive from the financial institution a certification, under
penalty of perjury, that a properly completed IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable (or substitute IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable, or the appropriate successor form), has been received by it, or
by another such financial institution, from the
Non-U.S.
Holder, and a copy ofsuch a form must be furnished to the payor. Special rules
apply to foreign partnerships, estates and trusts, and in certain
circumstances, certifications as to foreign status of partners, trust owners,
or beneficiaries may be required to be providedto the person who otherwise
would be required to withhold U.S. federal income tax. In addition, special
rules apply to payments made through a qualified intermediary.
Any payments to a
Non-U.S.
Holder of interest that do not qualify for the "portfoliointerest" exemption
and that are not effectively connected with the conduct of a trade or business
(or, if a United States income tax treaty applies, are not attributable to a
permanent establishment maintained) within the United States by the
Non-U.S.
Holder will be subject to U.S. federal income tax and withholding at a rate of
30% (or at a lower rate under an applicable income tax treaty). To claim a
reduction or exemption under an applicable incometax treaty, a
Non-U.S.
Holder must generally submit, to the person that otherwise would be required
to withhold U.S. tax, a properly completed IRS Form
W-8BEN
or IRSForm
W-8BEN-E
(or a suitable substitute form).
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Any interest earned on a note that is effectively connected with the conduct
of a trade orbusiness (and, if a United States income tax treaty applies, is
attributable to a permanent establishment maintained) within the United States
by a
Non-U.S.
Holder will be subject to U.S. federal income tax atregular graduated rates.
If the
Non-U.S.
Holder is classified as a corporation for U.S. federal income tax purposes,
such income will also be taken into account for purposes of determining the
amount of U.S.branch profits tax, which is imposed at a rate of 30% (or at a
lower rate under an applicable income tax treaty) on effectively connected
earnings and profits, subject to certain adjustments. However, unless exempt
from net income tax under anapplicable income tax treaty, such effectively
connected income will generally not be subject to U.S. federal income tax
withholding, provided that the
Non-U.S.
Holder furnishes a properly completed IRS Form
W-8ECI
(or applicable successor form) to the person that otherwise would be required
to withhold U.S. tax.
Disposition of Notes
Subject tothe discussion below under "--Information Reporting and Backup
Withholding" and "--Foreign Account Tax Compliance," any gain (other than an
amount representing accrued but unpaid interest, which will be treated
asdescribed above in "--Interest") recognized by a
Non-U.S.
Holder upon a sale or other taxable disposition (including a redemption or
retirement) of a note generally will not be subject to U.S.federal income tax
or withholding unless:
. the gain is effectively connected with the conduct of a trade or business (and, if a United States income
taxtreaty applies, is attributable to a permanent establishment maintained) within the United States by the
Non-U.S.
Holder; or
. in the case of a
Non-U.S.
Holder who is an individual, such individual ispresent in the United States for 183 days or
more in the taxable year of the sale or other disposition and certain other conditions are met.
In the case of a
Non-U.S.
Holder whose gain is described in the first bullet point above, any suchgain
will be subject to U.S. federal income tax at regular graduated rates, and (if
the
Non-U.S.
Holder is classified as a corporation for U.S. federal income tax purposes)
may also be subject to a U.S. branchprofits tax, which is imposed at a rate of
30% (or at a lower rate under an applicable income tax treaty) on effectively
connected earnings and profits, subject to certain adjustments.
An individual
Non-U.S.
Holder described in the second bullet point above will be subject to
U.S.federal income tax at a rate of 30% (or at a reduced rate under an
applicable U.S. income tax treaty) on the amount by which its U.S.-source
capital gains exceed its U.S.-source capital losses.
Information Reporting and Backup Withholding
Any payments of interest on the notes to a
Non-U.S.
Holder generally will be reported to the IRS and tothe
Non-U.S.
Holder, regardless of whether withholding was required. Copies of these
information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authoritiesof the country in which the
payee resides.
Any payments of interest on the notes to a
Non-U.S.
Holder generally will not be subject to backup withholding and additional
information reporting, provided that (i) the
Non-U.S.
Holder certifies, under penalty of perjury, on a properly completed IRS Form
W-8BEN,
IRS Form
W-8BEN-E,
or IRS Form
W-8ECI
(or a suitable substitute form) that it isnot a United States person and
certain other conditions are met, or (ii) the
Non-U.S.
Holder otherwise establishes an exemption.
The payment to a
Non-U.S.
Holder of the proceeds of a disposition of a note by or through the U.S.office
of a broker generally will not be subject to information reporting or backup
withholding if the
Non-U.S.
Holder either certifies, under penalty of perjury, on a properly completed IRS
Form
W-8BEN,
IRS Form
W-8BEN-E,
or
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IRS Form
W-8ECI
(or a suitable substitute form) that it is not a United States person and
certain other conditions are met, or the
Non-U.S.
Holder otherwise establishes an exemption. Information reporting and backup
withholding generally will not apply to the payment of the proceeds of a
disposition of a note by or through the foreign office ofa foreign broker
(within the meaning of applicable Treasury regulations). However, with respect
to a payment of the proceeds of the disposition of a note by or through a
foreign office of a U.S. broker or of a foreign broker with certainrelationships
to the United States: information reporting requirements generally will apply
unless the broker has documentary evidence that the
Non-U.S.
Holder is not a United States person and certain otherconditions are met, or
the holder otherwise establishes an exemption; and backup withholding will not
apply unless the disposition is subject to information reporting and the
broker has actual knowledge or reason to know that the
Non-U.S.
Holder is a United States person or otherwise does not satisfy the
requirements for an exemption.
Any amounts withheld from a
Non-U.S.
Holder under the backup withholding provisions may be creditedagainst the U.S.
federal income tax liability, if any, of the
Non-U.S.
Holder, and may entitle the
Non-U.S.
Holder to a refund, provided that the required information istimely furnished
to the IRS.
Foreign Account Tax Compliance
Under FATCA, a 30% withholding tax will be imposed on interest paid with
respect to the notes to "foreign financial institutions"(including
non-U.S.
investment funds) or
"non-financial
foreign entities" (each as defined in the Code) (whether such foreign
financial institutions or
non-financial
foreign entities are acting as beneficial owners or intermediaries), unless
they meet the information reporting requirements of FATCA. To avoid
withholding, a foreign financial institution generallywill need to enter into
an agreement with the IRS that states that it will provide the IRS certain
information, including the names, addresses and taxpayer identification
numbers of direct and indirect U.S. account holders (including certain debtand
equity holders), comply with due diligence procedures with respect to the
identification of U.S. accounts, report to the IRS certain information with
respect to U.S. accounts maintained, agree to withhold tax on certain payments
made to
non-compliant
foreign financial institutions,
non-compliant
non-financial
foreign entities, or account holders who fail to provide therequired
information, and determine certain other information as to its account
holders. An intergovernmental agreement between the United States and an
applicable foreign country, or future Treasury regulations, may modify these
requirements. A
non-financial
foreign entity generally will need to provide either the name, address, and
taxpayer identification number of each substantial U.S. owner, or
certifications of no substantial U.S. ownership, to avoidwithholding, unless
certain exceptions apply.
Prospective investors are encouraged to consult their own tax advisors
regarding theapplication of FATCA to investments in the notes. Prospective
investors are also encouraged to consult their banks or brokers about the
likelihood that payments to those banks or brokers (for credit to such
investors) will become subject towithholding in the payment chain. Investors
in the notes could be affected by FATCA withholding (even if payments to such
investors would not otherwise have been subject to FATCA withholding) if a
financial institution or other intermediary in thepayment chain, such as a
bank or broker, through which they hold the notes is subject to withholding
because it fails to comply with the reporting requirements.
We will not pay any additional amount in respect of FATCA withholding, so if
this withholding applies, a beneficial owner of notes willreceive
significantly less than the amount that it would have otherwise received with
respect to the notes. Depending on a beneficial owner's circumstances, it may
be entitled to a refund or credit in respect of some or all of this
withholding.However, even if a beneficial owner of notes is entitled to have
any such withholding refunded, the required procedures could be cumbersome and
significantly delay its receipt of any amounts withheld.
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UNDERWRITING (CONFLICTS OF INTEREST)
We are offering the notes through the underwriters named below for whom BofA
Securities, Inc., TD Securities (USA) LLC, Truist Securities,Inc. and Wells
Fargo Securities, LLC are acting as representatives (the "representatives").
Under the terms and subject to the conditions contained in an underwriting
agreement among us and the representatives, we have agreed to sell tothe
underwriters named below, and each underwriter has severally agreed to
purchase, the following respective principal amounts of the notes:
Underwriter Principal Amount Principal Amount
of 2030 Notes of 2034 Notes
BofA Securities, Inc. $ 108,375,000 $ 114,750,000
TD Securities (USA) LLC $ 108,375,000 $ 114,750,000
Truist Securities, Inc. $ 108,375,000 $ 114,750,000
Wells Fargo Securities, LLC $ 108,375,000 $ 114,750,000
Citigroup Global Markets Inc. $ 51,000,000 $ 54,000,000
J.P. Morgan Securities LLC $ 51,000,000 $ 54,000,000
MUFG Securities Americas Inc. $ 51,000,000 $ 54,000,000
PNC Capital Markets LLC $ 51,000,000 $ 54,000,000
U.S. Bancorp Investments, Inc. $ 51,000,000 $ 54,000,000
BMO Capital Markets Corp. $ 16,333,000 $ 17,293,000
Capital One Securities, Inc. $ 16,332,000 $ 17,293,000
Deutsche Bank Securities Inc. $ 16,332,000 $ 17,293,000
Mizuho Securities USA LLC $ 16,332,000 $ 17,293,000
NatWest Markets Securities Inc. $ 16,332,000 $ 17,293,000
Santander US Capital Markets LLC $ 16,332,000 $ 17,292,000
Scotia Capital (USA) Inc. $ 16,332,000 $ 17,293,000
Fifth Third Securities, Inc. $ 11,900,000 $ 12,600,000
Huntington Securities, Inc. $ 11,900,000 $ 12,600,000
KeyBanc Capital Markets Inc. $ 11,900,000 $ 12,600,000
Comerica Securities, Inc. $ 3,825,000 $ 4,050,000
Siebert Williams Shank & Co., LLC $ 3,825,000 $ 4,050,000
WauBank Securities LLC $ 3,825,000 $ 4,050,000
Total: $ 850,000,000 $ 900,000,000
The underwriting agreement provides that the underwriters are obligated to
purchase all of the notes if anyare purchased. The underwriting agreement also
provides that if an underwriter defaults, then the purchase commitments of
non-defaulting
underwriters may be increased or the offering of the notes may beterminated.
Notes sold by the underwriters to the public will initially be offered at the
initial public offering price set forth on thecover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be
sold at a discount from the initial public offering price of up to 0.350% of
the principal amount of the 2030 notes and 0.400% of the principalamount of
the 2034 notes. Any such securities dealers may resell any notes purchased
from the underwriters to certain other brokers or dealers at a discount from
the initial public offering price of up to 0.250% of the principal amount of
the 2030notes and 0.250% of the principal amount of the 2034 notes. After the
initial offering of the notes of a particular series to the public, the
representatives may change the related public offering price and concession.
The following table shows the underwriting discounts to be paid to the
underwriters in connection with this offering (expressed as apercentage of the
principal amount of the notes).
Paid by us
2030 notes 0.600 %
2034 notes 0.650 %
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We estimate that our out of pocket expenses (excluding the underwriting
discounts) for thisoffering will be approximately $3.3 million and will be
payable by us.
Each series of the notes is a new issue of securities with noestablished
trading market. One or more of the underwriters intend to make a secondary
market for the notes. However, they are not obligated to do so and may
discontinue making a secondary market for the notes at any time without
notice. Noassurance can be given as to whether a trading market for the notes
will develop or, if one does develop, as to how liquid any such trading market
for the notes will be or whether any such trading market will be sustained.
We have agreed to indemnify the several underwriters against liabilities under
the Securities Act or contribute to payments which theunderwriters may be
required to make in that respect.
In connection with the offering, the underwriters may engage in stabilizingtrans
actions, over-allotment transactions and syndicate covering transactions.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do notexceed a specified maximum.
. Over-allotment involves sales by the underwriters of notes in excess of the principal amount of
the notes theunderwriters are obligated to purchase, which creates a syndicate short position.
. Syndicate covering transactions involve purchases of the notes in the open market after the distribution
has beencompleted in order to cover syndicate short positions. A short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on the prices of the notes
in the open market after pricing that couldadversely affect investors who purchase in the offering.
These stabilizing transactions, over-allotment transactionsand syndicate
covering transactions may have the effect of raising or maintaining the market
prices of the notes or preventing or retarding a decline in the market prices
of the notes. As a result, the prices of the notes may be higher than
theprices that might otherwise exist in the open market. These transactions,
if commenced, may be discontinued at any time.
Extended Settlement
We expect that delivery of the notes will be made against payment for the
notes on or about the settlement date set forth on the front cover ofthis
prospectus supplement, which will be the seventh business day following the
date of this prospectus supplement (this settlement cycle being referred to as
"T+7"). Under Rule
15c6-1
of theSecurities Exchange Act of 1934, as amended, trades in the secondary
market generally are required to settle in one business day, unless the
parties to that trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes on any dateprior to the business day before delivery will
be required to specify an alternate settlement cycle at the time of any such
trade to prevent a failed settlement and should consult their own advisors.
Selling Restrictions
Other than in theUnited States, to the best of our knowledge, no action has
been taken by us or the underwriters that would permit a public offering of
the notes in any jurisdiction where action for that purpose is required. The
notes may not be offered or sold,directly or indirectly, nor may this
prospectus supplement or any other offering material or advertisements in
connection with the offer and sale of any such notes be distributed or
published in any jurisdiction, except under circumstances that willresult in
compliance with the applicable rules and regulations of that jurisdiction.
Persons into whose possession this prospectus supplement comes are advised to
inform themselves about and to observe any restrictions relating to the
offering ofthe notes and the distribution of this prospectus supplement. This
prospectus supplement does not constitute an offer to sell or a solicitation
of an offer to buy any notes offered by this prospectus supplement in any
jurisdiction in which such anoffer or a solicitation is unlawful.
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Sales of the notes in the United States by any underwriter that is not a
broker-dealerregistered with the SEC will be made only through one or more
SEC-registered
broker-dealers in compliance with applicable securities laws and the rules of
the Financial Industry Regulatory Authority, Inc.
Notice to Australia Investors
Noplacement document, prospectus, product disclosure statement or other
disclosure document has been lodged with the Australian Securities and
Investments Commission ("ASIC"), in relation to the offering. This prospectus
supplement andaccompanying prospectus do not constitute a prospectus, product
disclosure statement or other disclosure document under the Corporations Act
2001 (the "Corporations Act"), and does not purport to include the information
required for aprospectus, product disclosure statement or other disclosure
document under the Corporations Act.
Any offer in Australia of the notes mayonly be made to persons (the "Exempt
Investors") who are "sophisticated investors" (within the meaning of section
708(8) of the Corporations Act), "professional investors" (within the meaning
of section 708(11) of theCorporations Act) or otherwise pursuant to one or
more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the notes without disclosure to investors under Chapter 6D of
the Corporations Act.
The notes applied for by Exempt Investors in Australia must not be offered for
sale in Australia in the period of 12 months after the date ofallotment under
the offering, except in circumstances where disclosure to investors under
Chapter 6D of the Corporations Act would not be required pursuant to an
exemption under section 708 of the Corporations Act or otherwise or where the
offer ispursuant to a disclosure document which complies with Chapter 6D of
the Corporations Act. Any person acquiring the notes must observe such
Australian
on-sale
restrictions.
This prospectus supplement and accompanying prospectus contain general
information only and do not take account of the investment objectives,financial
situation or particular needs of any particular person. They do not contain
any securities recommendations or financial product advice. Before making an
investment decision, investors need to consider whether the information in
thisprospectus supplement and accompanying prospectus are appropriate to their
needs, objectives and circumstances, and, if necessary, seek expert advice on
those matters.
Notice to Bermuda Investors
Thenotes may be offered or sold in Bermuda only in compliance with the
provisions of the Investment Business Act of 2003 of Bermuda, which regulates
the sale of securities in Bermuda. Additionally,
non-Bermudian
persons (including companies) may not carry on or engage in any trade or
business in Bermuda unless such persons are permitted to do so under
applicable Bermuda legislation.
Notice to Canada Investors
Thenotes
may be sold only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions
orsubsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
.Any resale of the notes must be made in accordance with an exemption from, or
in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if thisprospectus
(including any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the purchaser within
the time limit
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prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the
securities legislation of thepurchaser's province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant to section 3A.3 ofNational Instrument
33-105
Underwriting Conflicts
(NI
33-105),
the underwriters are not required to comply with the disclosure requirements
of NI
33-105
regarding underwriter conflicts of interest in connection with this offering.
Notice to Dubai Investors
This document relates to an Exempt Offer in accordance with the Markets Rules
2012 of the Dubai Financial Services Authority("
DFSA
"). This document is intended for distribution only to persons of a type
specified in the Markets Rules 2012 of the DFSA. It must not be delivered to,
or relied on by, any other person. The DFSA has no responsibility forreviewing
or verifying any documents in connection with Exempt Offers. The DFSA has not
approved this prospectus supplement nor taken steps to verify the information
set forth herein and has no responsibility for this document. The notes to
whichthis document relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the notes offered should conduct their
own due diligence on the notes. If you do not understand the contents of this
document you shouldconsult an authorized financial advisor.
In relation to its use in the Dubai International Finance Center ("
DIFC
"), thisdocument is strictly private and confidential and is being distributed
to a limited number of investors and must not be provided to any person other
than the original recipient, and may not be reproduced or used for any other
purpose. The interestsin the notes may not be offered or sold directly or
indirectly to the public in the DIFC.
Notice to EEA Investors
Each underwriter has represented and agreed that it has not offered, sold or
otherwise made available and will not offer, sell or otherwisemake available
any notes to any retail investor in the EEA. For the purposes of this
provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would
not qualify asa professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation; and
(b) the expression "offer" includes the communication in any form and by any means of sufficientinformation on the terms
of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
Notice to United Kingdom Investors
Each underwriter has represented and agreed that it has not offered, sold or
otherwise made available and will not offer, sell or otherwisemake available
any notes to any retail investor in the UK. For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part ofdomestic law by virtue of the EUWA; or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA toimplement Directive (EU) 2016/97, where that customer would not qualify as
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a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic lawby virtue of the EUWA; and
(b) the expression "offer" includes the communication in any form and by any means of sufficientinformation on the terms
of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause
to be communicated aninvitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of
the notes in circumstances in which Section 21(1) of the FSMA does not apply toFiserv; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by itin relation to the notes in, from or otherwise involving the UK.
Notice to Hong Kong Investors
The notes have not been offered or sold and will not be offered or sold in
Hong Kong by means of any document, other than (a) to"professional investors"
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance; or (b) in other circumstances which do
not result in the document being a"prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance. No advertisement, invitation or
document relating to the notes has been ormay be issued or has been or may be
in the possession of any person for the purposes of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except ifpermitted to do
so under the securities laws of Hong Kong) other than with respect to notes
which are or are intended to be disposed of only to persons outside Hong Kong
or only to "professional investors" as defined in the Securities andFutures
Ordinance and any rules made under that Ordinance.
Notice to Japan Investors
The notes have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (the Financial Instruments andExchange
Law) and each underwriter has agreed that it will not offer or sell any notes,
directly or indirectly, in Japan or to, or for the benefit of, any resident of
Japan (which term as used herein means any person resident in Japan, including
anycorporation or other entity organized under the laws of Japan), or to
others for
re-offering
or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from theregistration requirements of, and otherwise
in compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
Notice to Singapore Investors
Each underwriter has acknowledged that this prospectus supplement has not been
registered as a prospectus with the Monetary Authority ofSingapore ("MAS").
Accordingly, each underwriter has represented, warranted and agreed that it
has not offered or sold any securities or caused the securities to be made the
subject of an invitation for subscription or purchase and willnot offer or
sell any securities or cause the securities to be made the subject of an
invitation for subscription or purchase, and has not circulated or
distributed, nor will it circulate or distribute, this prospectus supplement
or any otherdocument or material in connection with the offer or sale, or
invitation for subscription or purchase, of the securities, whether directly
or indirectly, to any person in Singapore other than (i) to an institutional
investor (as defined in Section4A of the Securities and Futures Act
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2001 of Singapore, as modified or amended from time to time (the "SFA"))
pursuant to Section 274 of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA)pursuant to and in accordance with the
conditions specified in Section 275 of the SFA.
Singapore Securities and Futures Act ProductClassification--Solely for the
purposes of the issuer's obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the SFA, the issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) thatthe securities
are a "prescribed capital markets product" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018) and an Excluded
Investment Product (as defined in MAS Notice SFA 04-N12: Notice on the Sale
ofInvestment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Notice to Switzerland Investors
This document is not intended to constitute an offer or solicitation to
purchase or invest in the notes. The notes may not be publicly offered,directly
or indirectly, in Switzerland within the meaning of the Swiss Financial
Services Act ("
FinSA
") and no application has or will be made to admit the notes to trading on any
trading venue (exchange or multilateral tradingfacility) in Switzerland.
Neither this document nor any other offering or marketing material relating to
the notes constitutes a prospectus pursuant to the FinSA, and neither this
document nor any other offering or marketing material relating to thenotes may
be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering ormarketing material relating to
the offering, Fiserv or the notes has been or will be filed with or approved
by any Swiss regulatory authority. The notes are not subject to the
supervision of any Swiss regulatory authority, e.g., the Swiss FinancialMarkets
Supervisory Authority FINMA, and investors in the notes will not benefit from
protection or supervision by such authority.
Notice to TaiwanInvestors
The notes have not been and will not be registered with the Financial
Supervisory Commission of Taiwan pursuant torelevant securities laws and
regulations and may not be sold, issued or offered within Taiwan through a
public offering or in circumstances which constitute an offer within the
meaning of the Securities and Exchange Act of Taiwan that require
aregistration or approval of the Financial Supervisory Commission of Taiwan.
No person or entity in Taiwan has been authorized to offer, sell, give advice
regarding or otherwise intermediate the offering and sale of the notes in
Taiwan.
Conflicts of Interest
To the extent thatnet proceeds from this offering are applied to repay our
outstanding commercial paper held by any of the underwriters and/or their
respective affiliates, they will receive proceeds of this offering through
such repayment. If 5% or more of the netproceeds of this offering (not
including the underwriting discounts) is used to repay such commercial paper
held by the underwriters and/or their respective affiliates, this offering
will be conducted in accordance with Rule 5121 of the FINRAConduct Rules. In
such event, the underwriters will not confirm sales of the notes to accounts
over which they exercise discretionary authority without the prior written
approval of the customer.
Other Relationships
The underwriters andtheir respective affiliates are full-service financial
institutions engaged in various activities, which may include sales and
trading, commercial and investment banking, advisory, investment management,
investment research, principal investment,hedging, market making, brokerage
and other financial and nonfinancial activities and services. Some of the
underwriters and their affiliates have engaged in, and may in the future
engage in, investment banking and other commercial dealings in theordinary
course of business
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with us or our affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions. In addition, affiliates
of certain of the underwriters arelenders under our revolving credit facility.
In addition, certain of the underwriters and their affiliates are clients of
ours.
Inaddition, U.S. Bank Trust Company, National Association, which is an
affiliate of U.S. Bancorp Investments, Inc., is the trustee of the notes and
the outstanding notes, for which it has been paid customary fees.
In addition, in the ordinary course of their business activities, the
underwriters and their affiliates may make or hold a broad array ofinvestments
and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers. Such investments and
securities activitiesmay involve securities and/or instruments of ours or our
affiliates. Certain of the underwriters or their respective affiliates that
have a lending relationship with us hedge and are likely to hedge in the
future, and certain other of thoseunderwriters or their respective affiliates
routinely hedge, and certain other of those underwriters or their respective
affiliates may hedge, their credit exposure to us consistent with their
customary risk management policies. Typically, suchunderwriters and their
respective affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation
of short positions in our securities, including potentially the notesoffered
hereby. Any such credit default swaps or short positions could adversely
affect future trading prices of the notes offered hereby. The underwriters and
their respective affiliates may also make investment recommendations and/or
publish orexpress independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
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VALIDITY OF THE NOTES
The validity of the notes offered hereby will be passed upon for us by
Sullivan & Cromwell LLP, New York, New York and, with respectto matters of
Wisconsin law, by Eric Nelson, our General Counsel and Secretary. Certain
legal matters will be passed upon for the underwriters by Davis Polk &
Wardwell LLP, New York, New York.
EXPERTS
The consolidated financial statements of Fiserv, Inc. incorporated by
reference in this prospectus supplement by reference to Fiserv,Inc.'s Annual
Report on Form
10-K
for the year ended December 31, 2023, and the effectiveness of Fiserv, Inc.'s
internal control over financial reporting, have been audited byDeloitte &
Touche LLP, an independent registered public accounting firm, as stated in
their reports. Such consolidated financial statements are incorporated by
reference in reliance upon the reports of such firm given their authority
asexperts in accounting and auditing.
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Prospectus
Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants,
Purchase Contracts and Units
We may offer and sell from time to time securities in one or more offerings in
amounts, at prices and on terms that we will determine at thetime of the
offering. This prospectus provides you with a general description of the
securities we may offer.
We may offer and sell thefollowing securities:
. senior debt securities, which may be convertible into our common stock or other securities or property;
. common stock;
. preferred stock, which may be convertible into our common stock or other securities;
. depositary shares;
. warrants to purchase common stock, preferred stock, depositary shares or debt securities;
. contracts for the purchase or sale of our debt securities or equity securities or securities of third partiesincluding any
of our affiliates, a basket of such securities, an index or indices of such securities or any combination of the above; and
. units consisting of one or more debt securities or other securities.
Each time securities are sold using this prospectus, we will provide a
supplement to this prospectus containing specific information about
theoffering and the terms of the securities being sold, including the offering
price. The supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and any prospectus supplement
applicable tothe specific issue of securities carefully before you invest.
We may offer and sell these securities to or through underwriters, dealersor
agents, or directly to investors, on a continued or a delayed basis. Each
applicable prospectus supplement to this prospectus will provide the specific
terms of the plan of distribution.
In addition, selling shareholders to be named in a prospectus supplement may
offer and sell from time to time shares of our common stock insuch amounts as
set forth in a prospectus supplement. Unless otherwise set forth in a
prospectus supplement, we will not receive any proceeds from the sale of
shares of our common stock by any selling shareholders.
Our common stock is traded on the New York Stock Exchange under the symbol "FI."
Investment in our securities involves risks. See "
Risk Factors
" in our most recent Annual Report onForm
10-K
and subsequently filed Quarterly Reports on Form
10-Q
and in any applicable prospectus supplement for a discussion of certain
factors which should beconsidered in an investment of the securities which may
be offered hereby.
Neither the Securities and Exchange Commission nor anystate securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is February 22, 2024.
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TABLE OF CONTENTS
Page
About this Prospectus ii
Forward-Looking Statements 1
Risk Factors 2
Fiserv, Inc. 2
Use of Proceeds 2
Description of Debt Securities 3
Description of Capital Stock 9
Description of Depositary Shares 11
Description of Warrants 12
Description of Purchase Contracts 13
Description of Units 14
Selling Shareholders 15
Plan of Distribution 16
Where You Can Find More Information 19
Legal Matters 20
Experts 20
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ABOUT THIS PROSPECTUS
Unless the context otherwise requires, in this prospectus, "we," "us," "our"
or "ours" refer toFiserv, Inc. and its consolidated subsidiaries.
This prospectus is part of a registration statement that we filed with the
Securities andExchange Commission, or the SEC, utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time,
sell the securities or combinations of the securities described in this
prospectus, and one or more of ourshareholders may sell our common stock, in
one or more offerings. This prospectus provides you with a general description
of those securities. Each time we offer securities, we will provide a
prospectus supplement that will contain specificinformation about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and any prospectus supplement,you
should rely on the information in the prospectus supplement. You should read
both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."
You should rely only on the information contained or incorporated by reference
in this prospectus, in any prospectus supplement and inany free writing
prospectus we file with the SEC. "Incorporated by reference" means that we can
disclose important information to you by referring you to another document
filed separately with the SEC. We have not authorized any otherperson to
provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it.
We are not making offers to sell or solicitations to buy the securities in any
jurisdiction in which an offer or solicitation is notauthorized or in which
the person making that offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus or any
prospectus supplement, or the information we file or previously filedwith the
SEC that we incorporate by reference in this prospectus and any prospectus
supplement, is accurate as of any date other than the respective dates of
those documents. Our business, financial condition, liquidity, results of
operations andprospects may have changed since those dates.
The registration statement containing this prospectus, including the exhibits
to theregistration statement, provides additional information about us and the
securities offered under this prospectus.
The exhibits to theregistration statement contain the full text of certain
contracts and other important documents we have summarized in this prospectus.
You should review the full text of these documents because these summaries may
not contain all the informationthat you may find important in deciding whether
to purchase the securities we offer. The registration statement, including the
exhibits, can be read at the SEC's website mentioned under the heading "Where
You Can Find MoreInformation."
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FORWARD-LOOKING STATEMENTS
This prospectus and any prospectus supplement, and the information
incorporated by reference in this prospectus or any prospectus supplement,contai
ns "forward-looking statements" intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those that express a plan, belief,expectation
, estimation, anticipation, intent, contingency, future development, outlook
or similar expression, and can generally be identified as forward-looking
because they include words such as "believes," "anticipates,""expects,"
"could," "should," "confident," "likely," "plan" or words of similar meaning.
Statements that describe our future plans, objectives or goals are also
forward-looking statements.The forward-looking statements included or
incorporated by reference into this prospectus or any supplement to this
prospectus involve significant risks and uncertainties, and a number of
factors, both foreseen and unforeseen, could cause actualresults to differ
materially from our current expectations. The factors that may affect our
results include, among others, the following: our ability to compete
effectively against new and existing competitors and to continue to
introducecompetitive new products and services on a timely, cost-effective
basis; changes in customer demand for our products and services; the ability
of our technology to keep pace with a rapidly evolving marketplace; the
success of our merchant alliances,some of which we do not control; the impact
of a security breach or operational failure on our business, including
disruptions caused by other participants in the global financial system;
losses due to chargebacks, refunds or returns as a result offraud or the
failure of our vendors and merchants to satisfy their obligations; changes in
local, regional, national and international economic or political conditions,
including those resulting from heightened inflation, rising interest rates,
arecession, bank failures, or intensified international hostilities, and the
impact they may have on us and our employees, clients, vendors, supply chain,
operations and sales; the effect of proposed and enacted legislative and
regulatory actionsaffecting us or the financial services industry as a whole;
our ability to comply with government regulations and applicable card
association and network rules; the protection and validity of intellectual
property rights; the outcome of pending andfuture litigation and governmental
proceedings; our ability to successfully identify, complete and integrate
acquisitions, and to realize the anticipated benefits associated with the
same; the impact of our strategic initiatives; our ability toattract and
retain key personnel; volatility and disruptions in financial markets that may
impact our ability to access preferred sources of financing and the terms on
which we are able to obtain financing or increase our costs of borrowing;
adverseimpacts from currency exchange rates or currency controls; changes in
corporate tax and interest rates; and other factors included in "Risk Factors"
in our most recent Annual Report on Form
10-K
andQuarterly Reports on Form
10-Q
and in other documents that we file with the SEC, which are available at
http://www.sec.gov. You should consider these factors carefully in evaluating
forward-looking statementsand are cautioned not to place undue reliance on
such statements, which speak only as of the date of this prospectus or the
date of the incorporated document. We undertake no obligation to update
forward-looking statements to reflect events orcircumstances occurring after
the date of this prospectus.
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RISK FACTORS
Investing in our securities involves risk. You should carefully consider and
evaluate all of the information contained in this prospectus, anyaccompanying
prospectus supplement, and in the documents we incorporate by reference into
this prospectus or any prospectus supplement before you decide to purchase our
securities. In particular, you should carefully consider and evaluate the
risksand uncertainties described in "Part I -- Item 1A. Risk Factors" of our
most recent Form
10-K
and "Part II -- Item 1A. Risk Factors" of any subsequently filed Quarterly
Report onForm
10-Q,
each as updated by the additional risks and uncertainties set forth in other
filings we make with the SEC. A prospectus supplement applicable to each type
or series of securities we offer will alsocontain a discussion of any material
risks applicable to the particular type of securities we are offering under
that prospectus supplement. Any of the risks and uncertainties set forth
therein could materially and adversely affect our business,results of
operations and financial condition, which in turn could materially and
adversely affect the trading price or value of our securities. As a result,
you could lose all or part of your investment.
FISERV, INC.
We are a leading global provider of payments and financial services technology
solutions. We are publicly traded on the New York StockExchange and part of
the S&P 500 Index. We serve clients around the globe, including merchants,
banks, credit unions, other financial institutions and corporate clients. We
provide account processing and digital banking solutions; card issuerprocessing
and network services; payments;
e-commerce;
merchant acquiring and processing; and the Clover
(R)
cloud-based
point-of-sale
and business management platform.
We are a Wisconsin corporation. Our principalexecutive offices are located at
255 Fiserv Drive, Brookfield, Wisconsin 53045, and our telephone number is
(262)
879-5000.
We are relocating our global headquarters location to Milwaukee, Wisconsin in
March2024.
USE OF PROCEEDS
We will describe the use of the net proceeds from the sales of the securities
in the applicable prospectus supplement.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt securities
that we may issue in the form of one or more series from timeto time,
separately, upon exercise of a debt warrant, in connection with a purchase
contract or as part of a unit. The applicable prospectus supplement will
describe the specific terms of the debt securities offered through that
prospectussupplement as well as any general terms described in this section
that will not apply to those debt securities. The debt securities will be
issued under an indenture between us and U.S. Bank Trust Company, National
Association (as successor ininterest to U.S. Bank National Association), as
trustee.
We have summarized selected provisions of the indenture below. The summary
isnot complete. The indenture has been filed with the Securities and Exchange
Commission as an exhibit to the registration statement of which this
prospectus is a part, and you should read the indenture for provisions that
may be important to you. Inthe summary below, we have included references to
article or section numbers of the indenture so that you can easily locate
these provisions. Whenever we refer in this prospectus or in the prospectus
supplement to particular article or sections ordefined terms of the indenture,
those article or sections or defined terms are incorporated by reference
herein or therein, as applicable. Capitalized terms used in the summary have
the meanings specified in the indenture.
General
The indenture provides that debtsecurities in separate series may be issued
under the indenture from time to time without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the
debt securities of any series (Section 301). We willdetermine the terms and
conditions of the debt securities, including the maturity, principal and
interest, but those terms must be consistent with the indenture.
The applicable prospectus supplement will set forth or describe the following
terms of each series of such debt securities:
. the title of the debt securities;
. any limit on the aggregate principal amount of the debt securities;
. the price or prices at which the debt securities will be offered;
. the person to whom any interest on the debt securities will be payable;
. the dates on which the principal of the debt securities will be payable;
. the interest rate or rates that the debt securities will bear and the interest payment dates for the debtsecurities;
. the places where payments on the debt securities will be payable;
. any periods within which, and terms upon which, the debt securities may be redeemed, in whole or in part, at ouroption;
. any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debtsecurities;
. the portion of the principal amount, if less than all, of the debt securities that will
be payable upondeclaration of acceleration of the maturity of the debt securities;
. whether the debt securities are defeasible and any changes or additions to the indenture's defeasanceprovisions;
. whether the debt securities are convertible into our common stock or other securities
or property and, if so, theterms and conditions upon which conversion will be effected;
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. any addition to or change in the events of default with respect to the debt securities;
. any addition to or change in the covenants in the indenture; and
. any other terms of the debt securities not inconsistent with the provisions of the indenture (Section 301).
The indenture does not limit the amount of debt securities that may be issued.
The indenture allows debt securities tobe issued up to the principal amount
that we may authorize and may be in any currency or currency unit we designate.
Debt securities,including Original Issue Discount Securities (as defined in
the indenture), may be sold at a substantial discount below their principal
amount. Special U.S. federal income tax considerations applicable to debt
securities sold at an original issuediscount may be described in the
applicable prospectus supplement. In addition, special U.S. federal income tax
or other considerations applicable to any debt securities that are denominated
in a currency or currency unit other than U.S. dollars maybe described in the
applicable prospectus supplement.
Conversion Rights
The debt securities may be converted into our common stock or other securities
or property, if at all, according to the terms and conditions ofan applicable
prospectus supplement. Such terms will include the conversion price, the
conversion period, provisions as to whether conversion will be at our option
or the option of the holders of such series of debt securities, the events
requiringan adjustment of the conversion price, and provisions affecting
conversion in the event of the redemption of such series of debt securities.
Consolidation, Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may not
consolidate with or merge into, or transfer, lease or otherwise dispose allor
substantially all of our assets to, any person, and may not permit any person
to consolidate with or merge into us, unless:
. the successor person (if any) is a corporation, limited liability
company, partnership, trust or other entityorganized and validly
existing under the laws of any domestic jurisdiction and assumes our
obligations with respect to the debt securities under the indenture;
. immediately after giving pro forma effect to the transaction, no event of default, and no event
which, afternotice or lapse of time or both, would become an event of default, exists; and
. we deliver to the trustee an officers' certificate and opinion of counsel
stating that the transaction andthe related supplemental indenture
comply with the applicable provisions of the indenture and all
applicable conditions precedent have been satisfied (Section 801).
Events of Default
Unless otherwisespecified in the prospectus supplement, each of the following
will constitute an event of default under the indenture with respect to debt
securities of any series:
(1) failure to pay principal of or any premium on any debt security of that series when due;
(2) failure to pay any interest on any debt securities of that series when due, that is not cured within 30 days;
(3) failure to deposit any sinking fund payment, when due, in respect of
any debt security of that series, that isnot cured within 30 days;
(4) failure to perform any of our other covenants in such indenture (other than a covenant included in
suchindenture solely for the benefit of a series other than that series or that is not made applicable to that
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series), that is not cured within 90 days after written notice has been given by the trustee, or the holders of at
least 25% in principal amount of the outstanding debt securities of that series,as provided in such indenture; or
(5) certain events of bankruptcy, insolvency or reorganization affecting us or any of our significant subsidiaries.
If an event of default (other than an event of default with respect to Fiserv,
Inc. described in clause (5) above)with respect to the debt securities of any
series at the time outstanding occurs and is continuing, either the trustee by
notice to us or the holders of at least 25% in principal amount of the
outstanding debt securities of that series by notice tous and the trustee may
declare the principal amount of the debt securities of that series (or, in the
case of any Original Issue Discount Security, such portion of the principal
amount of such security as may be specified in the terms of suchsecurity) to
be due and payable immediately. If an event of default with respect to Fiserv,
Inc. described in clause (5) above with respect to the debt securities of any
series at the time outstanding occurs, the principal amount of all thedebt
securities of that series (or, in the case of any such Original Issue Discount
Security, such specified amount) will automatically, and without any action by
the trustee or any holder, become immediately due and payable. After any
suchacceleration, but before a judgment or decree based on acceleration, the
holders of a majority in principal amount of the outstanding debt securities
of that series may, under certain circumstances, rescind and annul such
acceleration if all eventsof default, other than the
non-payment
of accelerated principal (or other specified amount), have been cured or
waived as provided in the indenture (Section 502). For information as to
waiver of defaults, see"-- Modification and Waiver" below.
Subject to the provisions of the indenture relating to the duties of the
trustee incase an event of default has occurred and is continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of debt
securities, unless such holdershave offered to the trustee reasonable
indemnity (Section 603). Subject to such provisions for the indemnification of
the trustee, the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right todirect the time, method
and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee with respect to the
debt securities of that series (Section 512).
No holder of a debt security of any series will have any right to institute
any proceeding under the indenture, or for the appointment of areceiver or a
trustee, or for any other remedy under the indenture, unless:
. such holder gives the trustee written notice of a continuing event of default with respect to the debt securitiesof that series;
. the holders of at least 25% in principal amount of the outstanding debt
securities of that series made a writtenrequest to pursue the remedy,
and such holders have offered reasonable indemnity, to the trustee
for losses incurred in connection with pursuit of the remedy; and
. the trustee fails to comply with the request, and does not receive from
the holders of a majority in principalamount of the outstanding debt
securities of that series a direction inconsistent with such request,
within 60 days after such notice, request and offer (Section 507).
However, such limitations do not apply to a suit instituted by a holder of a
debt security to enforce the payment of the principal of or anypremium or
interest on such debt security on or after the applicable due date specified
in such debt security or, if applicable, to convert such debt security
(Sections 507 and 508).
We will be required to furnish to the trustee annually a statement by certain
of our officers as to whether or not we, to their knowledge, arein default in
the performance or observance of any of the terms, provisions and conditions
of the indenture and, if so, specifying all such known defaults (Section 1004).
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Modification and Waiver
Unless otherwise specified in the prospectus supplement, modifications and
amendments of the indenture may be made by us and the trustee withthe consent
of the holders of a majority in principal amount of the outstanding debt
securities of each series affected by such modification or amendment;
provided, however, that no such modification or amendment may, without the
consent of theholder of each outstanding debt security affected thereby:
. change the stated maturity of the principal of, or any installment of principal of or interest on, any debtsecurity;
. reduce the principal amount of, or any premium or interest on, any debt security;
. reduce the amount of principal payable upon acceleration of the maturity of any debt security;
. change the place, manner or currency of payment of principal of, or any premium or interest on, any debtsecurity;
. impair the right to institute suit for the enforcement of any payment due on or any conversion right
with respectto any debt securities in a manner adverse to the holders of such debt securities;
. reduce the percentage in principal amount of outstanding debt securities of any series,
the consent of whoseholders is required for modification or amendment of the indenture;
. reduce the percentage in principal amount of outstanding debt securities of any series necessary for
waiver ofcompliance with certain provisions of the indenture or for waiver of certain defaults;
. modify such provisions with respect to modification, amendment or waiver; or
. change the ranking of any series of debt securities (Section 902).
Unless otherwise specified in the prospectus supplement, the holders of a
majority in principal amount of the outstanding debt securities ofany series
may waive compliance by us with certain restrictive provisions of the
indenture (Section 902). The holders of a majority in principal amount of the
outstanding debt securities of any series may also waive any past default
under theindenture, except a default:
. in the payment of principal, premium or interest or the payment of any redemption, purchase or repurchase price;
. arising from our failure to convert any debt security in accordance with the indenture; or
. of certain covenants and provisions of the indenture which cannot be amended without the
consent of the holder ofeach outstanding debt security of such series (Section 513).
Satisfaction and Discharge
The indenture will be discharged and will cease to be of further effect as to
any series of debt securities (except as to any surviving rightsof
registration of transfer or exchange of debt securities expressly provided for
in the indenture or any other surviving rights expressly provided for in a
supplemental indenture) when:
. either:
. all debt securities that have been authenticated (except lost, stolen or
destroyed debt securities that have beenreplaced or paid and debt securities
for whose payment money has theretofore been deposited in trust and thereafter
repaid to us) have been delivered to the trustee for cancellation; or
. all debt securities that have not been delivered to the trustee for cancellation have become due and
payable orwill become due and payable at their stated maturity within one year or are to be called
for redemption within one year under arrangements satisfactory to the trustee and in any case we
have deposited with the trustee as trust funds U.S. dollars orU.S. government obligations in an
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amount sufficient, to pay the entire indebtedness of such debt securities not delivered to the trustee for
cancellation, for principal, premium, if any, and accrued interest to the statedmaturity or redemption date;
. we have paid or caused to be paid all other sums payable by us under the indenture; and
. we have delivered an officers' certificate and an opinion of counsel to the trustee stating that we havesatisfied all
conditions precedent to satisfaction and discharge of the indenture with respect to the debt securities (Section 401).
Legal Defeasance and Covenant Defeasance
Legal Defeasance
. We will be discharged from all our obligations with respect to such debt
securities (except for certain obligations toconvert, exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys for payment in
trust) upon the deposit in trust for the benefit of the holders ofsuch debt
securities of money or U.S. government obligations, or both, which, through
the payment of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal
of and anypremium and interest on such debt securities on the respective
stated maturities in accordance with the terms of the indenture and such debt
securities. Such defeasance or discharge may occur only if, among other things:
(1) we have delivered to the trustee an opinion of counsel to the effect that
we have received from, or there hasbeen published by, the U.S. Internal
Revenue Service a ruling, or there has been a change in tax law, in
either case to the effect that holders of such debt securities will not
recognize gain or loss for federal income tax purposes as a result ofsuch
deposit and legal defeasance and will be subject to federal income tax
on the same amount, in the same manner and at the same times as would have
been the case if such deposit and legal defeasance were not to occur;
(2) no event of default or event that with the passing of time or the giving of notice,
or both, shall constitutean event of default shall have occurred and be continuing
at the time of such deposit or, with respect to any event of default described in
clause (5) under "-- Events of Default," at any time until 90 days after such deposit;
(3) such deposit and defeasance will not result in a breach or violation of, or constitute a default
under, anyagreement or instrument to which we are a party or by which we are bound; and
(4) we have delivered to the trustee an opinion of counsel to the effect that such defeasance will not cause
thetrustee or the trust so created to be subject to the Investment Company Act of 1940 (Sections 1302 and 1304).
Covenant Defeasance
. The indenture provides that we may elect, at our option, that our failure to
comply with certain restrictivecovenants (but not to conversion, if
applicable), including those that may be described in the applicable
prospectus supplement, and the occurrence of certain events of default which
are described above in clause (4) under "-- Eventsof Default" and any that may
be described in the applicable prospectus supplement, will not be deemed to
either be or result in an event of default with respect to such debt
securities. In order to exercise such option, we must deposit, intrust for the
benefit of the holders of such debt securities, money or U.S. government
obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an
amountsufficient to pay the principal of and any premium and interest on such
debt securities on the respective stated maturities in accordance with the
terms of the indenture and such debt securities. Such covenant defeasance may
occur only if we havedelivered to the trustee an opinion of counsel that in
effect says that holders of such debt securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject tofederal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and covenant defeasance were not to occur, and the requirements set forth in
clauses (2), (3), and (4) under the heading--"Legal Defeasance and Covenant
Defeasance" above are satisfied. If we exercise this
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option with respect to any debt securities and such debt securities were
declared due and payable because of the occurrence of any event of default,
the amount of money and U.S. governmentobligations so deposited in trust would
be sufficient to pay amounts due on such debt securities at the time of their
respective stated maturities but may not be sufficient to pay amounts due on
such debt securities upon any acceleration resultingfrom such event of
default. In such case, we would remain liable for such payments (Sections 1303
and 1304).
Governing Law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock summarizes general terms and
provisions that apply to our capital stock. Because this is only asummary it
does not contain all of the information that may be important to you. The
summary is subject to and qualified in its entirety by reference to our
articles of incorporation and
by-laws,
which arefiled as exhibits to the registration statement of which this
prospectus is a part and incorporated by reference into this prospectus. See
"Where You Can Find More Information."
General
Our authorized capital stockconsists of 1,800,000,000 shares of common stock,
$0.01 par value per share, and 25,000,000 shares of preferred stock, no par
value per share. We will disclose in an applicable prospectus supplement the
number of shares of our common stock thenoutstanding. As of the date of this
prospectus, no shares of our preferred stock were outstanding.
Common Stock
Subject to Section 180.1150 of the Wisconsin Business Corporation Law
(described below under "-- Statutory Provisions"),holders of our common stock
are entitled to one vote for each share of common stock held by them on all
matters properly presented to shareholders. Subject to the prior rights of the
holders of any shares of our preferred stock that are outstanding,our board of
directors may at its discretion declare and pay dividends on our common stock
out of our earnings or assets legally available for the payment of dividends.
Subject to the prior rights of the holders of any shares of our preferred
stockthat are outstanding, if we are liquidated, any amounts remaining after
the discharge of outstanding indebtedness will be paid pro rata to the holders
of our common stock. Holders of our common stock have no preemptive,
subscription, redemption orconversion rights. The rights, preferences and
privileges of holders of our common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock that we may designate and issue in thefuture.
Preferred Stock
Our boardof directors is authorized to issue our preferred stock in series and
to fix the voting rights; the designations, preferences, limitations and
relative rights of any series with respect to the rate of dividend, the price,
the terms and conditions ofredemption; the amounts payable in the event of
voluntary or involuntary liquidation; sinking fund provisions for redemption
or purchase of a series; and the terms and conditions on which a series may be
converted.
If we offer preferred stock, we will file the terms of the preferred stock
with the SEC and the prospectus supplement relating to thatoffering will
include a description of the specific terms of the offering, including the
following specific terms:
. the series, the number of shares offered and the liquidation value of the preferred stock;
. the price at which the preferred stock will be issued;
. the dividend rate, the dates on which the dividends will be payable and
other terms relating to the payment ofdividends on the preferred stock;
. the liquidation preference of the preferred stock;
. the voting rights of the preferred stock;
. whether the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption orsinking fund;
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. whether the preferred stock is convertible or exchangeable for any other securities, and the terms of any suchconversion; and
. any additional rights, preferences, qualifications, limitations and restrictions of the preferred stock.
It is not possible to state the actual effect of the issuance of any shares of
preferred stock upon the rights ofholders of our common stock until the board
of directors determines the specific rights of the holders of the preferred
stock. However, these effects might include:
. restricting dividends on the common stock;
. diluting the voting power of the common stock;
. impairing the liquidation rights of the common stock; and
. delaying or preventing a change in control of our company.
Statutory Provisions
Section 180.1150 of the Wisconsin Business Corporation Law provides that the
voting power of public Wisconsin corporations such as us heldby any person or
persons acting as a group in excess of 20% of our voting power is limited to
10% of the full voting power of those shares, unless full voting power of
those shares has been restored pursuant to a vote of shareholders.
Sections180.1140 to 180.1144 of the Wisconsin Business Corporation Law contain
some limitations and special voting provisions applicable to specified
business combinations involving Wisconsin corporations such as us and a
significant shareholder, unless theboard of directors of the corporation
approves the business combination or the shareholder's acquisition of shares
before these shares are acquired.
Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business Corporation
Law contain special voting provisions applicable to somebusiness combinations,
unless specified minimum price and procedural requirements are met. Following
commencement of a takeover offer, Section 180.1134 of the Wisconsin Business
Corporation Law imposes special voting requirements on sharerepurchases
effected at a premium to the market and on asset sales by the corporation,
unless, as it relates to the potential sale of assets, the corporation has at
least three independent directors and a majority of the independent directors
votenot to have the provision apply to the corporation.
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DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional interests in shares of
preferred stock rather than a full share of preferred stock. In thatevent,
depositary receipts will be issued for depositary shares, each of which will
represent a fraction of a share of a particular class or series of preferred
stock, as described in the applicable prospectus supplement.
Any series of preferred stock represented by depositary shares will be
deposited under a deposit agreement between Fiserv, Inc. and thedepositary.
The prospectus supplement relating to a series of depositary shares will set
forth the name and address of the depositary for the depositary shares and
summarize the material provisions of the deposit agreement. Subject to the
terms ofthe deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable fraction of a share of preferred
stock represented by such depositary share, to all the rights and preferences
of the preferred stockrepresented by such depositary share, including dividend
and liquidation rights and any right to convert or exchange the preferred
stock into other securities.
We will describe the particular terms of any depositary shares we offer in the
applicable prospectus supplement. You should review thedocuments pursuant to
which the depositary shares will be issued, which will be described in more
detail in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock,
common stock or other securities. Warrants may be issuedindependently or
together with debt securities, preferred stock or common stock offered by any
prospectus supplement and may be attached to or separate from any such offered
securities. Each series of warrants will be issued under a separate
warrantagreement to be entered into between us and a bank or trust company, as
warrant agent, all as will be set forth in the prospectus supplement relating
to the particular issue of warrants. The warrant agent will act solely as our
agent in connectionwith the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of warrants or
beneficial owners of warrants.
The following summary of certain provisions of the warrants does not purport
to be complete and is subject to, and is qualified in itsentirety by reference
to, all provisions of the warrant agreements.
Reference is made to the prospectus supplement relating to theparticular issue
of warrants offered pursuant to such prospectus supplement for the terms of
and information relating to such warrants, including, where applicable:
. the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securitiespurchasable upon
exercise of warrants to purchase debt securities and the price at
which such debt securities may be purchased upon such exercise;
. the number of shares of common stock purchasable upon the exercise of warrants to purchase common stock
and theprice at which such number of shares of common stock may be purchased upon such exercise;
. the number of shares and series of preferred stock purchasable upon the exercise of warrants to purchasepreferred stock
and the price at which such number of shares of such series of preferred stock may be purchased upon such exercise;
. the designation and number of units of other securities purchasable upon the exercise of warrants to purchaseother
securities and the price at which such number of units of such other securities may be purchased upon such exercise;
. the date on which the right to exercise such warrants will commence and the date on which such right will expire;
. U.S. federal income tax consequences applicable to such warrants;
. the number of warrants outstanding as of the most recent practicable date; and
. any other terms of such warrants.
Warrants will be issued in registered form only. The exercise price for
warrants will be subject to adjustment in accordance with provisionsdescribed
in the applicable prospectus supplement. Each warrant will entitle the holder
thereof to purchase such principal amount of debt securities or such number of
shares of preferred stock, common stock or other securities at such exercise
priceas will in each case be set forth in, or calculable from, the prospectus
supplement relating to the warrants, which exercise price may be subject to
adjustment upon the occurrence of certain events as set forth in such
prospectus supplement. Afterthe close of business on the expiration date, or
such later date to which such expiration date may be extended by us,
unexercised warrants will become void. The place or places where, and the
manner in which, warrants may be exercised will bespecified in the prospectus
supplement relating to such warrants.
Prior to the exercise of any warrants to purchase debt securities,preferred
stock, common stock or other securities, holders of such warrants will not
have any of the rights of holders of debt securities, preferred stock, common
stock or other securities, as the case may be, purchasable upon such
exercise,including the right to receive payments of principal of, premium, if
any, or interest, if any, on the debt securities purchasable upon such
exercise or to enforce covenants in the indenture, or to receive payments of
dividends, if any, on thepreferred stock, or common stock purchasable upon
such exercise, or to exercise any applicable right to vote.
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DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of our debt
securities or equity securities or securities of third parties includingany of
our affiliates, a basket of such securities, an index or indices of such
securities or any combination of the above as specified in the applicable
prospectus supplement.
We may issue purchase contracts obligating holders to purchase from us, and
obligating us to sell to holders, at a future date, a specified orvarying
number of securities at a purchase price, which may be based on a formula.
Alternatively, we may issue purchase contracts obligating us to purchase from
holders, and obligating holders to sell to us, at a future date, a specified
or varyingnumber of securities at a purchase price, which may be based on a
formula. We may satisfy our obligations, if any, with respect to any purchase
contract by delivering the subject securities or by delivering the cash value
of such purchase contractor the cash value of the property otherwise
deliverable, as set forth in the applicable prospectus supplement. The
applicable prospectus supplement will specify the methods by which the holders
may purchase or sell such securities and anyacceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchasecontracts may require us to make periodic payments to the holders
thereof or vice versa, and these payments may be unsecured or prefunded and
may be paid on a current or deferred basis. The purchase contracts may require
holders thereof to securetheir obligations under the contracts in a specified
manner to be described in the applicable prospectus supplement. Alternatively,
purchase contracts may require holders to satisfy their obligations thereunder
when the purchase contracts are issuedas described in the applicable
prospectus supplement.
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DESCRIPTION OF UNITS
We may issue units comprised of one or more of the other securities described
in this prospectus in any combination. Each unit may also includedebt
obligations or other securities of third parties not affiliated with us, such
as U.S. Treasury securities. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the
holder of aunit will have the rights and obligations of a holder of each
included security. The applicable unit agreement under which a unit is issued
may provide that the securities included in the unit may not be held or
transferred separately, at any timeor any time before a specified date.
The applicable prospectus supplement will describe the terms of the units
offered pursuant to it,including one or more of the following:
. the designation and terms of the units and of the securities comprising the units, including
whether and underwhat circumstances those securities may be held or transferred separately;
. any provisions for the issuance, payment, settlement, transfer or
exchange of the units or of the securitiescomprising the units;
. the terms of any agreements governing the units;
. U.S. federal income tax considerations relevant to the units; and
. whether the units will be issued in fully registered or global form.
The preceding description and any description of units in the applicable
prospectus supplement does not purport to be complete and is subjectto and is
qualified in its entirety by reference to each unit agreement and, if
applicable, collateral arrangements relating to such units.
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SELLING SHAREHOLDERS
We may register shares of common stock covered by this prospectus for
re-offers
and resales by anyselling shareholders to be named in a prospectus supplement.
Because we are a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act of 1933, as amended (the "Securities Act"), we may add
secondary sales of shares ofour common stock by any selling shareholders by
filing a prospectus supplement with the SEC. We may register these shares to
permit selling shareholders to resell their shares when they deem appropriate.
A selling shareholder may resell all, aportion or none of such shareholder's
shares at any time and from time to time. Selling shareholders may also sell,
transfer or otherwise dispose of some or all of their shares of our common
stock in transactions exempt from the registrationrequirements of the
Securities Act. We do not know when or in what amounts the selling
shareholders may offer shares for sale under this prospectus and any
prospectus supplement. We will not receive any proceeds from any sale of
shares by a sellingshareholder under this prospectus and any prospectus
supplement. We may pay all expenses incurred with respect to the registration
of the shares of common stock owned by the selling shareholders, other than
underwriting fees, discounts orcommissions, which will be borne by the selling
shareholders. We will provide you with a prospectus supplement naming the
selling shareholders, the amount of shares to be registered and sold and any
other terms of the shares of common stock beingsold by each selling
shareholder.
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PLAN OF DISTRIBUTION
We may sell our securities, and any selling shareholder may sell shares of our
common stock, in any one or more of the followingways from time to time: (i)
through agents; (ii) to or through underwriters; (iii) through brokers or
dealers; (iv) directly by us or any selling shareholders to purchasers,
including through a specific bidding, auction orother process; or (v) through
a combination of any of these methods of sale. The applicable prospectus
supplement will contain the terms of the transaction, name or names of any
underwriters, dealers, agents and the respective amounts ofsecurities
underwritten or purchased by them, the initial public offering price of the
securities, and the applicable agent's commission, dealer's purchase price or
underwriter's discount. Any selling shareholders, dealers and agentsparticipatin
g in the distribution of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be deemed to be
underwriting discounts. Additionally, because selling shareholders may be
deemedto be "underwriters" within the meaning of Section 2(11) of the
Securities Act, selling shareholders may be subject to the prospectus delivery
requirements of the Securities Act.
Any initial offering price, dealer purchase price, discount or commission may
be changed from time to time.
The securities may be distributed from time to time in one or more
transactions, at negotiated prices, at a fixed price or fixed prices (thatmay
be subject to change), at market prices prevailing at the time of sale, at
various prices determined at the time of sale or at prices related to
prevailing market prices.
Offers to purchase securities may be solicited directly by us or any selling
shareholder or by agents designated by us from time to time. Anysuch agent may
be deemed to be an underwriter, as that term is defined in the Securities Act,
of the securities so offered and sold.
Ifunderwriters are utilized in the sale of any securities in respect of which
this prospectus is being delivered, such securities will be acquired by the
underwriters for their own account and may be resold from time to time in one
or moretransactions, including negotiated transactions, at fixed public
offering prices or at varying prices determined by the underwriters at the
time of sale. Securities may be offered to the public either through
underwriting syndicates represented bymanaging underwriters or directly by one
or more underwriters. If any underwriter or underwriters are utilized in the
sale of securities, unless otherwise indicated in the applicable prospectus
supplement, the obligations of the underwriters aresubject to certain
conditions precedent, and the underwriters will be obligated to purchase all
such securities if they purchase any of them.
If a dealer is utilized in the sale of the securities in respect of which this
prospectus is delivered, we will sell such securities, and anyselling
shareholder will sell shares of our common stock to the dealer, as principal.
The dealer may then resell such securities to the public at varying prices to
be determined by such dealer at the time of resale. Transactions through
brokers ordealers may include block trades in which brokers or dealers will
attempt to sell shares as agent but may position and resell as principal to
facilitate the transaction or in cross trades, in which the same broker or
dealer acts as agent on bothsides of the trade. Any such dealer may be deemed
to be an underwriter, as such term is defined in the Securities Act, of the
securities so offered and sold. In addition, any selling shareholder may sell
shares of our common stock in ordinarybrokerage transactions or in
transactions in which a broker solicits purchases.
Offers to purchase securities may be solicited directlyby us or any selling
shareholder and the sale thereof may be made by us or any selling shareholder
directly to institutional investors or others, who may be deemed to be
underwriters within the meaning of the Securities Act with respect to
anyresale thereof.
Any selling shareholders may also resell all or a portion of their shares of
our common stock in transactions exempt fromthe registration requirements of
the Securities Act in reliance upon Rule 144 under the Securities Act provided
they meet the criteria and conform to the requirements of that rule, Section
4(1) of the Securities Act or other applicableexemptions, regardless of
whether the securities are covered by the registration statement of which this
prospectus forms a part.
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If so indicated in the applicable prospectus supplement, we or any selling
shareholder mayauthorize agents and underwriters to solicit offers by certain
institutions to purchase securities from us or any selling shareholder at the
public offering price set forth in the applicable prospectus supplement
pursuant to delayed deliverycontracts providing for payment and delivery on
the date or dates stated in the applicable prospectus supplement. Such delayed
delivery contracts will be subject only to those conditions set forth in the
applicable prospectus supplement.
Agents, underwriters and dealers may be entitled under relevant agreements
with us or any selling shareholder to indemnification by us againstcertain
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, underwriters and
dealers may be required to make in respect thereof. The terms and conditions
of any indemnificationor contribution will be described in the applicable
prospectus supplement. We may pay all expenses incurred with respect to the
registration of the shares of common stock owned by any selling shareholders,
other than underwriting fees, discounts orcommissions, which will be borne by
the selling shareholders.
We or any selling shareholder may also sell shares of our common stockthrough
various arrangements involving mandatorily or optionally exchangeable
securities, and this prospectus may be delivered in connection with those
sales.
We or any selling shareholder may enter into derivative, sale or forward sale
transactions with third parties, or sell securities not coveredby this
prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement indicates, in connection with those
transactions, the third parties may sell securities covered by this prospectus
and the applicableprospectus supplement, including in short sale transactions
and by issuing securities not covered by this prospectus but convertible into,
or exchangeable for or representing beneficial interests in such securities
covered by this prospectus, or thereturn of which is derived in whole or in
part from the value of such securities. The third parties may use securities
received under derivative, sale or forward sale transactions, or securities
pledged by us or any selling shareholder or borrowedfrom us, any selling
shareholder or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us or any selling
shareholder in settlement of those transactions to close out any relatedopen
borrowings of stock. The third party in such sale transactions will be an
underwriter and will be identified in the applicable prospectus supplement (or
a post-effective amendment).
Additionally, any selling shareholder may engage in hedging transactions with
broker-dealers in connection with distributions of shares orotherwise. In
those transactions, broker-dealers may engage in short sales of shares in the
course of hedging the positions they assume with such selling shareholder. Any
selling shareholder also may sell shares short and redeliver shares to
closeout such short positions. Any selling shareholder may also enter into
option or other transactions with broker-dealers which require the delivery of
shares to the broker-dealer. The broker-dealer may then resell or otherwise
transfer such sharespursuant to this prospectus. Any selling shareholder also
may loan or pledge shares, and the borrower or pledgee may sell or otherwise
transfer the shares so loaned or pledged pursuant to this prospectus. Such
borrower or pledgee also may transferthose shares to investors in our
securities or the selling shareholder's securities or in connection with the
offering of other securities not covered by this prospectus.
Underwriters, broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from us or any sellingshareholder.
Underwriters, broker-dealers or agents may also receive compensation from the
purchasers of shares for whom they act as agents or to whom they sell as
principals, or both. Compensation as to a particular underwriter,
broker-dealer oragent will be in amounts to be negotiated in connection with
transactions involving shares and might be in excess of customary commissions.
In effecting sales, broker-dealers engaged by us or any selling shareholder
may arrange for otherbroker-dealers to participate in the resales.
Any securities offered other than common stock will be a new issue and, other
than thecommon stock, which is listed on the New York Stock Exchange, will
have no established trading market. We may elect to list
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any series of securities on an exchange, and in the case of the common stock,
on any additional exchange, but, unless otherwise specified in the applicable
prospectus supplement, we shallnot be obligated to do so. No assurance can be
given as to the liquidity of the trading market for any of the securities.
Agents,underwriters and dealers may engage in transactions with, or perform
services for, us, our subsidiaries or any selling shareholder in the ordinary
course of business.
Any underwriter may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance withRegulation M under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Overallotment involves sales in excess of the offering size, which create a
short position. Stabilizing transactions permit bids to purchase theunderlying
security so long as the stabilizing bids do not exceed a specified maximum.
Short covering transactions involve purchases of the securities in the open
market after the distribution is completed to cover short positions. Penalty
bidspermit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering
transaction to cover short positions. Those activities may cause the price of
the securities to behigher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time. An underwriter
may carry out these transactions on the New York Stock Exchange, in the
over-the-counter
market or otherwise.
The place and time of delivery for securities will be setforth in the
accompanying prospectus supplement for such securities.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We also filed a registration statement onForm
S-3,
including exhibits, under the Securities Act with respect to the securities
offered by this prospectus. This prospectus is a part of the registration
statement, but does not contain all of theinformation included in the
registration statement or the exhibits. The SEC maintains a website,
www.sec.gov, that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC.
We are "incorporating by reference" specified documents that we file with the
SEC, which means:
. incorporated documents are considered part of this prospectus;
. we are disclosing important information to you by referring you to those documents; and
. information we file with the SEC will automatically update and supersede information contained in thisprospectus.
We incorporate by reference the documents listed below and any future filings
we make with the SEC underSections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this prospectus and before the end of the offering of
the securities pursuant to this prospectus:
. our Annual Report on
Form
10-K
for the year ended December 31, 2023; and
. our Current Reports on
Form 8-K
filed on February 21, 2024 and
Form 8-K/A
filed on February 21, 2024.
Notwithstanding the foregoing, documents or portions thereof containing
information furnished under Items 2.02 and 7.01 of any Current Report on Form
8-K,
including the related exhibits under Item 9.01, are not incorporated by
reference in this prospectus.
You may request a copy of any of these filings, at no cost, by request
directed to us at the following address or telephone number:
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(262) 879-5000
Attention: Secretary
You can also find these filings on our website at www.fiserv.com. We are not
incorporating the information on our website other than thesefilings into this
prospectus.
You should not assume that the information in this prospectus or any
prospectus supplement, as well as theinformation we file or previously filed
with the SEC that we incorporate by reference in this prospectus or any
prospectus supplement, is accurate as of any date other than the respective
date of such documents. Our business, financial condition,results of
operations and prospects may have changed since that date.
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LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Foley & Lardner LLP. The validity of thesecurities offered by this
prospectus will be passed upon for any underwriters or agents by counsel named
in the applicable prospectus supplement. The opinions of Foley & Lardner LLP
and counsel for any underwriters or agents may beconditioned upon and may be
subject to assumptions regarding future action required to be taken by us and
any underwriters, dealers or agents in connection with the issuance of any
securities. The opinions of Foley & Lardner LLP and counselfor any
underwriters or agents may be subject to other conditions and assumptions, as
indicated in the prospectus supplement.
EXPERTS
The consolidated financial statements of Fiserv, Inc. incorporated by
reference in this prospectus by reference toFiserv, Inc.'s Annual Report on
Form
10-K
for the year ended December 31, 2023, and the effectiveness of Fiserv, Inc.'s
internal control over financial reporting, have been audited byDeloitte &
Touche LLP, an independent registered public accounting firm, as stated in
their reports. Such consolidated financial statements are incorporated by
reference in reliance upon the reports of such firm given their authority
asexperts in accounting and auditing.
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$1,750,000,000
$850,000,000 4.750% Senior Notes due 2030
$900,000,000 5.150% Senior Notes due 2034
PROSPECTUSSUPPLEMENT
Joint Book-Running Managers
BofA Securities
TDSecurities
Truist Securities
Wells Fargo Securities
Citigroup
J.P. Morgan
MUFG
PNCCapital Markets LLC
US Bancorp
Co-Managers
BMOCapital Markets
Capital One Securities
Deutsche Bank Securities
Mizuho
NatWest Markets
Santander
Scotiabank
Fifth ThirdSecurities
Huntington Capital Markets
KeyBanc Capital Markets
Comerica Securities
Siebert Williams Shank
WauBank Securities LLC
August 1, 2024
0000798354
S-3
424B5
EX-FILING FEES
0.99814
0.99771
0.0001476
0.0001476
0
0
333-277241
The prospectus supplement to which this Exhibit is attached is a final
prospectus for the related offering. The maximum aggregate amount of that
offering is $1,750,000,000.
0000798354
2024-08-02
2024-08-02
0000798354
2
2024-08-02
2024-08-02
0000798354
1
2024-08-02
2024-08-02
iso4217:USD
xbrli:pure
xbrli:shares
Exhibit 107
Calculation of Filing Fee Tables
Form
424(b)(5)
(Form Type)
FISERV, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Security Fee Amount Proposed Maximum F
Type Class Calculation Registered Maximum Aggregate Ra
Title or Offering Offering
Carry Price Price
Forward Per
Rule Unit
Fees Debt 4.750% 457(r) $ 99.771 $
Senior (1) 850,000,000 % 848,053,500 147
to be Notes per
paid due $1
2030 mil
Debt 5.150% 457(r) $ 99.814 $ $
Senior (1) 900,000,000 % 898,326,000 147.60
Notes per
due $1
2034 million
Total $
Offering 1,746,379,500
Amounts
Total Fees
Previously
Paid
Total Fee
Offsets
Net Fee Due
ee Amount
te of
Registration
Fee
$ $
.60 125,172.70
lion
$
132,592.92
$
257,765.61
N/A
N/A
$
257,765.61
(1) The prospectus supplement to which this Exhibit is attached is a final prospectus for
the related offering. The maximum aggregate amount of that offering is $1,750,000,000.
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