Fiserv Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01. Entry into a Material Definitive Agreement.
Closing of U.S Dollar Notes Offering
General Information
On August 11, 2025, Fiserv, Inc. (the “Company”) completed the public offering and issuance of $1,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, the “Notes”).
The Notes were issued under an Indenture (the “Indenture”), dated as of November 20, 2007, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by (i) a Thirty-Seventh Supplemental Indenture, establishing the terms and providing for the issuance of the 2031 Notes (the “2031 Notes Supplemental Indenture”) and (ii) a Thirty-Eighth Supplemental Indenture, establishing the terms and providing for the issuance of the 2035 Notes (the “2035 Notes Supplemental Indenture”), each dated as of August 11, 2025 and each by and between the Company and the Trustee.
Interest Rate and Maturity
The 2031 Notes Supplemental Indenture and the form of the 2031 Notes that is included therein provide, among other things, that the 2031 Notes bear interest at a rate of 4.550% per year (payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026) and will mature on February 15, 2031. The 2035 Notes Supplemental Indenture and the form of the 2035 Notes that is included therein provide, among other things, that the 2035 Notes bear interest at a rate of 5.250% per year (payable semi-annually in arrears on February 11 and August 11 of each year, beginning on February 11, 2026) and will mature on August 11, 2035.
Optional Redemption
Prior to (i) with respect to the 2031 Notes, January 15, 2031 (one month prior to the maturity date of such notes) and (ii) with respect to the 2035 Notes, May 11, 2035 (three months prior to the maturity date of such notes) (each, a “par call date”), the Company may redeem the applicable series of Notes at the Company’s 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 three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming that such Notes matured on their applicable par call date), on a semi-annual basis (assuming a 360-day year composed of twelve 30-day months) at a rate equal to the Treasury Rate (as defined in the 2031 Notes Supplemental Indenture or the 2035 Notes Supplemental Indenture, as applicable), plus 15 basis points in the case of the 2031 Notes and 20 basis points in the case of the 2035 Notes, less interest accrued to the date of redemption; and (b) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest on the applicable Notes to, but not including, the redemption date. On or after the applicable par call date for the 2031 Notes and the 2035 Notes, the Company may redeem the Notes of the applicable series in whole or in 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.
Repurchase Upon a Change of Control Triggering Event
The Company is required to offer to repurchase the Notes for cash at a price of 101% of the aggregate principal amount of the Notes outstanding on the date of a change of control triggering event, plus accrued and unpaid interest.
Events of Default
The Indenture, the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture contain customary events of default. If an event of default occurs and is continuing with respect to any series of the Notes,
then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately.
Documentation
The descriptions of the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture set forth above are qualified by reference to the 2031 Notes Supplemental Indenture and the 2035 Notes Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 8.01. Other Events.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-277241) that the Company filed with the Securities and Exchange Commission on February 22, 2024, as amended by the Post-Effective Amendment No. 1 to the Registration Statement that the Company filed with the Securities and Exchange Commission on April 24, 2025. The Company is filing certain exhibits as part of this Current Report on Form 8-K for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Index to Current Report on Form 8-K
| Exhibit Number |
Description | |
| 4.1 | Thirty-Seventh Supplemental Indenture, dated as of August 11, 2025, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.550% Senior Notes due 2031). | |
| 4.2 | Thirty-Eighth Supplemental Indenture, dated as of August 11, 2025, between Fiserv, Inc. and U.S. Bank Trust Company, National Association (including Form of 5.250% Senior Notes due 2035). | |
| 5.1 | Opinion of Foley & Lardner LLP. | |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISERV, INC. | ||||||
| Date: August 11, 2025 | By: | /s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer | ||||||