Fiserv, Inc. (NASDAQ: FISV), a leading global provider of payments and financial services technology solutions, announced today the pricing of the previously announced underwritten public offering of 17,500,000 shares of the company’s common stock by New Omaha Holdings L.P. (“New Omaha”), which is owned by investment funds managed by Kohlberg Kravis Roberts & Co. L.P., at a price of $112.00 per share (the “offering”). In addition, New Omaha has granted the underwriters a 30-day option to purchase up to an additional 2,625,000 shares of the company’s common stock at the public offering price, less underwriting discounts and commissions. Fiserv is not selling any shares in, nor will it receive any proceeds from, the offering. New Omaha will receive all of the net proceeds from the offering. The offering is expected to close on December 11, 2020, subject to customary closing conditions.
Subject to the completion of the offering, Fiserv has agreed to repurchase from the underwriters 1,817,520 shares of the company’s common stock that are subject to the offering at a price per share equal to the price per share to be paid by the underwriters to New Omaha in the offering (the “share repurchase”). Fiserv intends to fund the share repurchase with cash on hand. The repurchased shares will be cancelled and no longer outstanding following the completion of the share repurchase.
Prior to the proposed offering, New Omaha owned 105,425,667 shares of common stock, representing approximately 15.7% of Fiserv’s outstanding shares of common stock, based on the number of shares outstanding as of October 23, 2020. Upon completion of the proposed offering, New Omaha is expected to own shares of common stock representing approximately 13.1% (or approximately 12.7% if the underwriters exercise their option to purchase additional shares in full) of Fiserv’s outstanding shares of common stock, based on the number of shares outstanding as of October 23, 2020. The number of shares outstanding as of October 23, 2020 does not include any issuances or repurchases after such date, including the share repurchase.
BofA Securities, Citigroup Global Markets Inc., KKR Capital Markets LLC, PNC Capital Markets LLC, Truist Securities, Inc., Wells Fargo Securities, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC, Barclays, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Goldman Sachs & Co. LLC and SPC Capital Markets LLC are acting as joint bookrunners managers. Keefe, Bruyette & Woods, Inc., WR Securities, LLC and KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Guzman & Company, Tigress Financial Partners and Roberts & Ryan Investments, Inc. are acting as bookrunners.
Fiserv filed an automatically effective shelf registration statement (including a prospectus, File No. 333-227436) on September 20, 2018, with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before making any investment decision, you should read the prospectus in that registration statement and other documents that the company has filed with the SEC and are incorporated by reference in the registration statement for more complete information about Fiserv and the offering. The offering is being made solely by means of a prospectus. Fiserv has filed a preliminary prospectus supplement and intends to file a further prospectus supplement with respect to the offering. You may obtain copies of these documents by contacting BofA Securities, NC1-004-03-43 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department or by email to dg.prospectusrequest@bofa.com; Citigroup Global Markets, Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 800-831-9146 or by email to prospectus@citi.com; or KKR Capital Markets LLC by telephone at (212) 750-8300 or by email to ECMCapitalMarkets@kkr.com. An electronic copy of the prospectus and prospectus supplement is available from the SEC website at http://www.sec.gov.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Nothing in this press release should be construed as an offer to sell, or the solicitation of an offer to buy, any securities subject to the share repurchase.
