Fiserv, Inc. a leading global provider of payments and financial services technology solutions, today announced the pricing of the previously announced underwritten public offering of 20,000,000 shares of common stock of Fiserv, Inc. (“Fiserv” or “the company”) 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 to the public of $118.30 per share (the “offering”). In addition, New Omaha has agreed to grant the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of the company’s common stock. 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 May 3, 2021, subject to customary closing conditions.
Subject to the completion of the offering, Fiserv has agreed to repurchase from the underwriters 5,000,000 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 85,300,667 shares of common stock, representing approximately 12.8% of the company’s outstanding shares of common stock, based on the number of shares outstanding as of April 23, 2021. Upon completion of the proposed offering, New Omaha is expected to own shares of common stock representing approximately 9.8% (or approximately 9.3% if the underwriters exercise their option to purchase additional shares in full) of the company’s outstanding shares, based on the number of shares outstanding as of April 23, 2021. The number of shares outstanding as of April 23, 2021 does not include any issuances or repurchases after such date, including the share repurchase.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as joint bookrunning managers for the offering.
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 intends to file a prospectus supplement with respect to the offering. You may obtain copies of these documents by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, by facsimile to (212) 902-9316 or by email to prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (212) 834-4533 or by email to prospectus-eq_fi@jpmchase.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.
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