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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT TO SECTION 13 OR 15(D) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>January&nbsp;17, 2019 </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Fiserv, Inc.
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in Its Charter) </B></P>
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<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Wisconsin</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">0-14948</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">39-1506125</FONT></B></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>(State or Other Jurisdiction of Incorporation)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(Commission File Number)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(IRS Employer Identification No.)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>255 Fiserv Drive, Brookfield, Wisconsin 53045 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of Principal Executive Offices, including Zip Code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(262) <FONT STYLE="white-space:nowrap">879-5000</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
Name or Former Address, if Changed Since Last Report) </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </P></TD></TR></TABLE>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17
CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this
chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of this chapter). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging growth company&nbsp;&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange
Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Entry into a Material Definitive Agreement. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On January&nbsp;16, 2019, Fiserv, Inc. (&#147;Fiserv&#148;), 300 Holdings, Inc. (&#147;Merger Sub&#148;), a wholly owned subsidiary of Fiserv,
and First Data Corporation (&#147;First Data&#148;) entered into an agreement and plan of merger (the &#147;Merger Agreement&#148;), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, First Data will
merge with and into Merger Sub (the &#147;Merger&#148;), with First Data being the surviving corporation of the Merger, and become a wholly owned subsidiary of Fiserv. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The board of directors of each of Fiserv and First Data has unanimously approved the Merger Agreement and the transactions contemplated
thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Simultaneously with the execution of the Merger Agreement, Fiserv entered into a voting and support agreement
(the&nbsp;&#147;Voting and Support Agreement&#148;), a shareholder agreement (the &#147;Shareholder Agreement&#148;) and a registration rights agreement (the &#147;Registration Rights Agreement&#148;) with New Omaha Holdings L.P. (&#147;New
Omaha&#148;). New Omaha, an affiliate of Kohlberg Kravis Roberts&nbsp;&amp; Co. L.P., currently controls approximately 86% of the total voting power with respect to the outstanding shares of First Data&#146;s Class&nbsp;A common stock, par value
$0.01 per share, and First Data&#146;s Class&nbsp;B common stock, par value $0.01 per share (collectively, the &#147;First Data Common Stock&#148;), voting as a single class. Upon the closing, New Omaha Holdings is expected to own approximately 16%
of the outstanding common stock of Fisery. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Merger Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Merger Consideration </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On the terms and
subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the &#147;Effective Time&#148;), each share of First Data Common Stock issued and outstanding immediately prior to the Effective Time will be converted
into the right to receive 0.303 of a share (the&nbsp;&#147;Exchange Ratio&#148;) of common stock, par value $0.01 per share, of Fiserv (the &#147;Fiserv Common Stock&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At the Effective Time, First Data&#146;s equity awards will generally be converted into Fisery equity awards and be governed by the same terms
and conditions as were applicable to the corresponding First Data equity awards, in each case, after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to
such awards prior to the Effective Time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The shares of Fiserv Common Stock to be issued in the Merger will be listed on The NASDAQ Stock
Market LLC (&#147;NASDAQ&#148;). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Governance </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At the Effective Time, the Chief Executive Officer of Fiserv immediately prior to the Effective Time (the &#147;Fiserv CEO&#148;) will continue
to serve as the Chief Executive Officer of Fiserv and will become the Chairman of the board of directors of Fiserv, and the Chief Executive Officer of First Data immediately prior to the Effective Time (the &#147;First Data CEO&#148;) will become
the President and Chief Operating Officer of Fiserv and will serve as a director. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The parties have agreed to certain other governance
terms in the Merger Agreement and, prior to the closing, the board of directors of Fiserv will cause Fiserv&#146;s <FONT STYLE="white-space:nowrap">By-Laws</FONT> to be amended and restated (as amended and restated, the &#147;Amended <FONT
STYLE="white-space:nowrap">By-Laws&#148;)</FONT> to reflect such terms. The Amended <FONT STYLE="white-space:nowrap">By-Laws,</FONT> a form of which is set forth as Exhibit A to the Merger Agreement, will become effective as of the Effective Time.
The governance terms described below will remain in place beginning on the closing date and ending immediately following the conclusion of the second annual meeting of Fiserv&#146;s shareholders following the closing date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At the Effective Time, the board of directors of Fiserv will consist of ten directors, of whom (i)&nbsp;six will be individuals designated by
Fiserv, consisting of five independent directors of Fiserv and the Fiserv CEO, and (ii)&nbsp;four will be individuals designated by First Data, consisting of two independent directors of First Data, one director of First Data designated by and
affiliated with New Omaha in accordance with the Shareholder Agreement, and the First Data CEO. At the Effective Time, a director designated by Fiserv will be appointed as the Lead Director of the board of directors of Fiserv. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At the Effective Time, the board of directors of Fiserv will have at least three standing
committees: (i)&nbsp;an Audit Committee; (ii)&nbsp;a Compensation Committee; and (iii)&nbsp;a Nominating and Governance Committee. Each standing committee will have three to four members, with at least one qualified director designated by First
Data. At the Effective Time, the chairperson of the Compensation Committee will be a director designated by First Data. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Conditions to the Merger
</I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Completion of the Merger is subject to customary closing conditions for both parties, including (i)&nbsp;the adoption of the Merger
Agreement by the stockholders of First Data; (ii)&nbsp;the approval of the issuance of Fiserv Common Stock pursuant to the Merger Agreement (the &#147;Share Issuance&#148;) by the shareholders of Fiserv; (iii)&nbsp;the approval for listing on the
NASDAQ of Fiserv Common Stock to be issued pursuant to the Merger Agreement; (iv)&nbsp;the receipt of specified regulatory approvals or the expiration or termination of applicable waiting periods, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (&#147;HSR&#148;); and (v)&nbsp;the effectiveness of the registration statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> registering the
Fiserv Common Stock issuable in the Merger and the absence of any stop order or proceedings by the U.S. Securities and Exchange Commission (&#147;SEC&#148;) with respect thereto. The obligation of each of Fiserv and First Data to consummate the
Merger is also conditioned on, among other things, the receipt by each of Fiserv and First Data of a tax opinion from its counsel as to the <FONT STYLE="white-space:nowrap">tax-free</FONT> nature of the Merger, the truth and correctness of the
representations and warranties made by the other party on the date of the Merger Agreement and on the closing date (subject to certain &#147;materiality&#148; and &#147;material adverse effect&#148; qualifications set forth in the Merger Agreement
with respect to such representations and warranties), and the performance by the other party in all material respects of its obligations under the Merger Agreement. In addition, the obligation of First Data to consummate the Merger is conditioned on
the adoption by Fiserv of the Amended <FONT STYLE="white-space:nowrap">By-Laws</FONT> implementing the governance terms described above, which Amended By-Laws will become effective as of the Effective Time. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Certain Other Terms of the Merger Agreement </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contains customary representations and warranties made by each of Fiserv and First Data, and also contains customary <FONT
STYLE="white-space:nowrap">pre-closing</FONT> covenants applicable to both parties, including mutual covenants, among others, (i)&nbsp;to operate its businesses in the ordinary course consistent with past practice in all material respects and to
refrain from taking certain actions without the other party&#146;s consent, (ii)&nbsp;not to solicit, initiate, seek or support or knowingly encourage or facilitate any inquiries or proposals, and, subject to certain exceptions, not to engage or
participate in any negotiations with any third party concerning any acquisition proposal or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any third party relating to any acquisition
proposal, (iii)&nbsp;subject to certain exceptions, not to withdraw, qualify or modify the recommendation of its board of directors for the Merger Agreement or the Merger or the Share Issuance, as applicable and (iv)&nbsp;to use its respective
reasonable best efforts to obtain governmental, regulatory and third party approvals. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the Merger Agreement contains
covenants that require each of Fiserv and First Data to obtain their respective requisite shareholder approval and stockholder approval and, subject to certain exceptions, the board of directors of Fiserv to recommend to its shareholders to approve
the Share Issuance, in the case of Fiserv, and the board of directors of First Data to recommend to its stockholders to approve and adopt the Merger Agreement, in the case of First Data. Pursuant to the Merger Agreement, Fiserv will call and hold a
shareholder meeting to obtain the requisite shareholder approval, and First Data will, in lieu of calling a meeting of its stockholders, provide a form of stockholder written consent as mutually agreed by the parties to First Data&#146;s
stockholders as soon as reasonably practicable after the registration statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> filed by Fiserv registering the Fiserv Common Stock issuable in the Merger is declared effective under the Securities
Act of 1933, as amended (&#147;Securities Act&#148;) (and, in the case of New Omaha, within 24 hours after such Form <FONT STYLE="white-space:nowrap">S-4</FONT> becomes effective) for the purpose of obtaining the requisite stockholder approval.
However, in the event that First Data&#146;s board of directors has changed its recommendation to its stockholders to approve and adopt the Merger Agreement, Fiserv will have the right, under certain circumstances, to request First Data to call and
hold a stockholders meeting to obtain the requisite stockholder approval of the adoption of the Merger Agreement. Please refer to &#147;Voting and Support Agreement&#148; for description of New Omaha&#146;s voting obligations under the circumstances
described above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contains certain termination rights for each of Fiserv and First Data, including in the event that
(i)&nbsp;the Merger is not consummated on or before October&nbsp;16, 2019 (as that date may be extended first to January&nbsp;16, 2020 and then to April&nbsp;16, 2020, in each case by either party under certain circumstances in which the requisite
regulatory approvals have not been obtained but all of the other closing conditions set forth in the Merger Agreement have been satisfied or waived), (ii) the requisite approval of the shareholders of Fiserv or the stockholders of First Data is not
obtained, (iii)&nbsp;any restraint having the effect of preventing the consummation of the Merger has become final and <FONT STYLE="white-space:nowrap">non-appealable</FONT> or (iv) there is a breach of any of its covenants or agreements or any of
its representations or warranties, which breach is material and not timely cured or cannot be cured. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-2- </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, Fiserv and First Data can each terminate the Merger Agreement upon a material breach by the
other party and, prior to obtaining the requisite approval of the stockholders or shareholders, as applicable, of the other party if, among other things, the other party&#146;s board of directors has changed its recommendation that its shareholders
approve the Share Issuance, in the case of Fiserv, or its stockholders to approve and adopt the Merger Agreement, in the case of First Data, or has failed to make or reaffirm such recommendation in certain circumstances. The Merger Agreement further
provides that, upon termination of the Merger Agreement under specified circumstances, including termination by either party as a result of a change of recommendation by the other party&#146;s board of directors, such party will receive a
termination fee equal to $665&nbsp;million in cash. In addition, under certain circumstances, upon the termination of the Merger Agreement relating to the failure to obtain HSR clearance or approval under any antitrust or competition law of the
United States, First Data will receive a termination fee equal to $665&nbsp;million in cash. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information about Fiserv or First Data or their respective businesses. Investors should note that the representations, warranties and covenants contained in the Merger Agreement
have been made solely for the benefit of the parties to the Merger Agreement. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure
schedules provided by each of Fiserv and First Data in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and
warranties and certain covenants set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Fiserv and First Data rather than establishing matters as
facts, are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors and were made only as of the date of the Merger Agreement (or such other date or dates as may be
specified in the Merger Agreement). Accordingly, the representations and warranties in the Merger Agreement should not be relied upon as characterizations of the actual state of facts about Fiserv or First Data. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Voting and Support Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Voting and Support Agreement, dated as of the
date of the Merger Agreement, with respect to all shares of First Data Common Stock that New Omaha beneficially owns as of the date thereof or thereafter. On the terms and conditions set forth in the Voting and Support Agreement, New Omaha
irrevocably and unconditionally agreed that it will, promptly following the time at which the registration statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> filed by Fiserv registering the Fiserv Common Stock issuable in the Merger
becomes effective under the Securities Act (and in any event within 24 hours of such time) and receipt by New Omaha of the joint proxy/written consent statement, execute and deliver its written consent to vote in favor of adopting the Merger
Agreement and approving the Merger and against, among other things, another acquisition proposal or merger, in each case, unless First Data&#146;s board of directors has changed its recommendation to its stockholders to approve and adopt the Merger
Agreement. In the event that First Data&#146;s board of directors has changed its recommendation to its stockholders to approve and adopt the Merger Agreement, New Omaha&#146;s voting obligation is reduced to 30% of the aggregate voting power of
First Data&#146;s outstanding common stock plus additional votes based on the voting percentage of First Data&#146;s other stockholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Voting and Support Agreement will terminate on the date the Merger Agreement is terminated in accordance with its terms. The foregoing
description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this
report by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Shareholder Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Shareholder Agreement, dated as of the date of
the Merger Agreement and effective as of the Effective Time, pursuant to which New Omaha has agreed, among other things, that until the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock owned by New Omaha and its
affiliated transferees first falls below 5%, New Omaha (i)&nbsp;may not acquire beneficial ownership of any Fiserv Common Stock except for the Fiserv Common Stock acquired in the Merger, and (ii)&nbsp;will be subject to customary standstill
provisions, including prohibitions against (A)&nbsp;soliciting any extraordinary transaction involving Fiserv, (B)&nbsp;entering into any voting agreements with third parties, (C)&nbsp;seeking to influence management or the board of directors of
Fiserv, or (D)&nbsp;calling any special shareholder meeting of Fiserv or soliciting any written consents or proxies with respect to the restricted actions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-3- </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the first three months following the Effective Time, New Omaha may transfer its shares
only to (i)&nbsp;Fiserv, (ii)&nbsp;affiliate transferees, and (iii)&nbsp;in a distribution to its equityholders. After the three-month anniversary of the Effective Time, New Omaha may transfer such shares, (A)&nbsp;in open market transactions under
Rule 144 under the Securities Act, (B)&nbsp;in privately negotiated transactions, or (C)&nbsp;via widespread public offerings, and, with respect to each of (A), (B) and (C), subject to certain volume and other limitations </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Until the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and its affiliate transferees
first falls below 5%, New Omaha may designate a director to be appointed to the board of directors of Fiserv in accordance with the terms of the Shareholder Agreement. Such director will be one of the four directors designated by First Data referred
to above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Shareholder Agreement will terminate immediately upon the earlier of (i)&nbsp;the date the Merger Agreement is terminated
in accordance with its terms and (ii)&nbsp;when the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and certain of its affiliates falls below 3%. The foregoing description of the Shareholder
Agreement does not purport to be complete and is qualified in its entirety by reference to the Shareholder Agreement, a copy of which is filed as Exhibit 4.1 hereto and is hereby incorporated into this report by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Registration Rights Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Registration Rights Agreement, dated as of the
date of the Merger Agreement and effective as of the Effective Time, pursuant to which New Omaha is entitled to certain shelf registration rights, demand registration rights and piggyback registration rights with respect to shares of Fiserv Common
Stock it acquires in the Merger, in each case, subject to certain limitations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Registration Rights Agreement will terminate
immediately upon the earlier of (i)&nbsp;the date the Merger Agreement is terminated in accordance with its terms and (ii)&nbsp;when the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and its
affiliate transferees falls below 2% and such shares may be freely sold without restrictions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed as Exhibit 4.2 hereto and is hereby incorporated into this report by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Bridge
Facility Commitment Letter </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with the Merger, Fiserv entered into a bridge facility commitment letter (the
&#147;Commitment Letter&#148;) with JP Morgan Chase Bank, N.A. (&#147;JPMorgan&#148;), pursuant to which JPMorgan has committed to provide a <FONT STYLE="white-space:nowrap">364-day</FONT> senior unsecured bridge term loan facility, in an aggregate
principal amount of $17.0&nbsp;billion, for the purpose of refinancing certain indebtedness of First Data, making cash payments in lieu of fractional shares in the Merger, and paying fees and expenses related to the Merger, the refinancing, and the
related transactions. Fiserv currently expects to replace the bridge facility prior to the closing of the Merger with permanent financing, which may include the issuance of debt securities and a term loan facility. In addition, JPMorgan has
committed to provide a replacement revolving credit facility in an aggregate principal amount of $2&nbsp;billion that would refinance and replace Fiserv&#146;s existing revolving credit facility if certain amendments to Fiserv&#146;s existing
revolving credit agreement are not obtained at or prior to the closing of the Merger. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The commitments under the Commitment Letter are
subject to customary conditions, including the execution and delivery of definitive documentation with respect to the bridge facility in accordance with the terms set forth in the Commitment Letter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full
text of the Commitment Letter, a copy of which is filed as Exhibit 10.2 and is hereby incorporated into this report by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-4- </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Additional Information and Where to Find It </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This communication does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a
proxy or of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction contemplated by the Merger Agreement. In connection with the proposed transaction contemplated by the Merger
Agreement, Fiserv intends to file a registration statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> with the SEC that will include a joint proxy/consent solicitation statement of Fiserv and First Data that will also constitute a
prospectus of Fiserv. This communication is not a substitute for the registration statement, the joint proxy/consent solicitation statement/prospectus or any other documents that will be made available to the shareholders of Fiserv and First Data,
or any other documents that any party to the Merger Agreement, including Fiserv, First Data, or any of their respective affiliates, may file with the SEC or make available to their respective security holders. SHAREHOLDERS OF FISERV AND STOCKHOLDERS
OF FIRST DATA AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE JOINT PROXY/CONSENT SOLICITATION STATEMENT/PROSPECTUS (WHEN AVAILABLE) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When available, shareholders will be able to obtain copies of the registration statement,
including the joint proxy/consent solicitation statement/prospectus and any other documents that may be filed with the SEC (when available) free of charge from the SEC&#146;s website at www.sec.gov. Copies of documents filed with the SEC by Fiserv
also can be obtained free of charge from Fiserv&#146;s website at www.fiserv.com. Copies of documents filed with the SEC by First Data also can be obtained free of charge from First Data&#146;s website at www.firstdata.com. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Participants in the Solicitation </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Fiserv, First Data, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fiserv is set forth in the proxy statement relating to Fiserv&#146;s 2018 annual meeting of shareholders filed with
the SEC on April&nbsp;10, 2018. Information about the directors and executive officers of First Data is set forth in the proxy statement relating to First Data&#146;s 2018 annual meeting of stockholders filed with the SEC on March&nbsp;29, 2018.
Additional information regarding the interests of these participants will be included in the joint proxy/consent solicitation statement/prospectus regarding the proposed transaction and other relevant materials to be filed with the SEC when they
become available. Shareholders should read the joint proxy/consent solicitation statement/prospectus carefully if and when it becomes available before making any voting or investment decisions. Shareholders may obtain free copies of these documents
as described in the preceding paragraph. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Forward-Looking Statements </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The information disclosed in this communication contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the ability of Fiserv to complete the proposed acquisition and related transactions. Statements can generally be identified as forward-looking because they include words such as
&#147;believes,&#148; &#147;anticipates,&#148; &#147;expects,&#148; &#147;could,&#148; &#147;should&#148; or words of similar meaning. Statements that describe Fiserv&#146;s future plans, objectives or goals are also forward-looking statements.
Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The factors that could cause Fiserv&#146;s actual results to differ materially include, among others: the possibility that the parties may be
unable to achieve expected synergies and operating efficiencies in the transaction within the expected time frames or at all and to successfully integrate the operations of First Data into those of Fiserv; such integration may be more difficult,
time-consuming or costly than expected; revenues following the transaction may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transaction; operating costs, customer loss and
business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees; the
occurrence of any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-5- </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Fiserv, First Data and
others related to the merger agreement; unforeseen risks relating to liabilities of Fiserv or First Data may exist; shareholder approval or other conditions to the completion of the transaction may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the amount of the costs, fees, expenses and charges related to the transaction, including the costs, fees, expenses and charges related to any
financing arrangements entered into in connection with the transaction; the parties&#146; ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction. Fiserv and First Data are subject to, among
other matters, changes in customer demand for their products and services; pricing and other actions by competitors; general changes in local, regional, national and international economic conditions and the impact they may have on Fiserv and First
Data and their customers and Fiserv&#146;s and First Data&#146;s assessment of that impact; rapid technological developments and changes, and the ability of Fiserv&#146;s and First Data&#146;s technology to keep pace with a rapidly evolving
marketplace; the impact of a security breach or operational failure on Fiserv&#146;s and First Data&#146;s business; the effect of proposed and enacted legislative and regulatory actions in the United States and internationally affecting the
financial services industry as a whole and/or Fiserv and First Data and their subsidiaries individually or collectively; regulatory supervision and oversight, and Fiserv and First Data&#146;s ability to comply with government regulations; the impact
of Fiserv&#146;s and First Data&#146;s strategic initiatives; Fiserv&#146;s and First Data&#146;s ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the ability to contain costs and expenses;
the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; acts of war and terrorism; and other factors included in &#147;Risk Factors&#148; in Fiserv&#146;s and First
Data&#146;s respective filings with the SEC, including their respective Annual Reports on Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the year ended December&nbsp;31, 2017, and in other documents that the companies file with the SEC, which
are available at http://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. Fiserv assumes no obligation to update any forward-looking
statements, which speak only as of the date of this communication. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;* </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Financial Statements and Exhibits. </B></P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Exhibits. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">2.1</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d688917dex21.htm">Agreement and Plan of Merger, dated as of January&nbsp;16, 2019, by and among Fiserv, Inc., 300 Holdings, Inc. and First Data Corporation* </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">4.1</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d688917dex41.htm">Shareholder Agreement, dated as of January&nbsp;16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">4.2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d688917dex42.htm">Registration Rights Agreement, dated as of January&nbsp;16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">10.1</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d688917dex101.htm">Voting and Support Agreement, dated as of January&nbsp;16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">10.2</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d688917dex102.htm">Bridge Facility Commitment Letter, dated as of January&nbsp;16, 2019, by and between JPMorgan Chase Bank, N.A. and Fiserv, Inc. </A></TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:10%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation <FONT
STYLE="white-space:nowrap">S-K.</FONT> Fiserv agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-6- </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="45%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="44%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><B>FISERV, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: January&nbsp;17, 2019</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Robert W. Hau</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Robert W. Hau</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chief Financial Officer and Treasurer</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-7- </P>

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{"company-data": {"conformed-name": "FISERV INC", "cik": "0000798354", "assigned-sic": "7374", "irs-number": "391506125", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14948", "film-number": "19532050"}, "business-address": {"street1": "255 FISERV DR", "street2": "PO BOX 979", "city": "BROOKFIELD", "state": "WI", "zip": "53045", "phone": "4148795000"}, "mail-address": {"street1": "255 FISERV DRIVE", "city": "BROOKFIELD", "state": "WI", "zip": "53045"}}
8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 17, 2019
Fiserv, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
0-14948
39-1506125
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of Principal Executive Offices, including Zip Code)
(262)
879-5000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.  ☐
Item 1.01.
Entry into a Material Definitive Agreement.
On January 16, 2019, Fiserv, Inc. ("Fiserv"), 300 Holdings, Inc. ("Merger Sub"), a wholly owned subsidiary of Fiserv,
and First Data Corporation ("First Data") entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, First Data will
merge with and into Merger Sub (the "Merger"), with First Data being the surviving corporation of the Merger, and become a wholly owned subsidiary of Fiserv.
The board of directors of each of Fiserv and First Data has unanimously approved the Merger Agreement and the transactions contemplated
thereby.
Simultaneously with the execution of the Merger Agreement, Fiserv entered into a voting and support agreement
(the "Voting and Support Agreement"), a shareholder agreement (the "Shareholder Agreement") and a registration rights agreement (the "Registration Rights Agreement") with New Omaha Holdings L.P. ("New
Omaha"). New Omaha, an affiliate of Kohlberg Kravis Roberts & Co. L.P., currently controls approximately 86% of the total voting power with respect to the outstanding shares of First Data's Class A common stock, par value
$0.01 per share, and First Data's Class B common stock, par value $0.01 per share (collectively, the "First Data Common Stock"), voting as a single class. Upon the closing, New Omaha Holdings is expected to own approximately 16%
of the outstanding common stock of Fisery.
Merger Agreement
Merger Consideration
On the terms and
subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of First Data Common Stock issued and outstanding immediately prior to the Effective Time will be converted
into the right to receive 0.303 of a share (the "Exchange Ratio") of common stock, par value $0.01 per share, of Fiserv (the "Fiserv Common Stock").
At the Effective Time, First Data's equity awards will generally be converted into Fisery equity awards and be governed by the same terms
and conditions as were applicable to the corresponding First Data equity awards, in each case, after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to
such awards prior to the Effective Time.
The shares of Fiserv Common Stock to be issued in the Merger will be listed on The NASDAQ Stock
Market LLC ("NASDAQ").
Governance
At the Effective Time, the Chief Executive Officer of Fiserv immediately prior to the Effective Time (the "Fiserv CEO") will continue
to serve as the Chief Executive Officer of Fiserv and will become the Chairman of the board of directors of Fiserv, and the Chief Executive Officer of First Data immediately prior to the Effective Time (the "First Data CEO") will become
the President and Chief Operating Officer of Fiserv and will serve as a director.
The parties have agreed to certain other governance
terms in the Merger Agreement and, prior to the closing, the board of directors of Fiserv will cause Fiserv's
By-Laws
to be amended and restated (as amended and restated, the "Amended
By-Laws")
to reflect such terms. The Amended
By-Laws,
a form of which is set forth as Exhibit A to the Merger Agreement, will become effective as of the Effective Time.
The governance terms described below will remain in place beginning on the closing date and ending immediately following the conclusion of the second annual meeting of Fiserv's shareholders following the closing date.
At the Effective Time, the board of directors of Fiserv will consist of ten directors, of whom (i) six will be individuals designated by
Fiserv, consisting of five independent directors of Fiserv and the Fiserv CEO, and (ii) four will be individuals designated by First Data, consisting of two independent directors of First Data, one director of First Data designated by and
affiliated with New Omaha in accordance with the Shareholder Agreement, and the First Data CEO. At the Effective Time, a director designated by Fiserv will be appointed as the Lead Director of the board of directors of Fiserv.
At the Effective Time, the board of directors of Fiserv will have at least three standing
committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Nominating and Governance Committee. Each standing committee will have three to four members, with at least one qualified director designated by First
Data. At the Effective Time, the chairperson of the Compensation Committee will be a director designated by First Data.
Conditions to the Merger
Completion of the Merger is subject to customary closing conditions for both parties, including (i) the adoption of the Merger
Agreement by the stockholders of First Data; (ii) the approval of the issuance of Fiserv Common Stock pursuant to the Merger Agreement (the "Share Issuance") by the shareholders of Fiserv; (iii) the approval for listing on the
NASDAQ of Fiserv Common Stock to be issued pursuant to the Merger Agreement; (iv) the receipt of specified regulatory approvals or the expiration or termination of applicable waiting periods, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"); and (v) the effectiveness of the registration statement on Form
S-4
registering the
Fiserv Common Stock issuable in the Merger and the absence of any stop order or proceedings by the U.S. Securities and Exchange Commission ("SEC") with respect thereto. The obligation of each of Fiserv and First Data to consummate the
Merger is also conditioned on, among other things, the receipt by each of Fiserv and First Data of a tax opinion from its counsel as to the
tax-free
nature of the Merger, the truth and correctness of the
representations and warranties made by the other party on the date of the Merger Agreement and on the closing date (subject to certain "materiality" and "material adverse effect" qualifications set forth in the Merger Agreement
with respect to such representations and warranties), and the performance by the other party in all material respects of its obligations under the Merger Agreement. In addition, the obligation of First Data to consummate the Merger is conditioned on
the adoption by Fiserv of the Amended
By-Laws
implementing the governance terms described above, which Amended By-Laws will become effective as of the Effective Time.
Certain Other Terms of the Merger Agreement
The Merger Agreement contains customary representations and warranties made by each of Fiserv and First Data, and also contains customary
pre-closing
covenants applicable to both parties, including mutual covenants, among others, (i) to operate its businesses in the ordinary course consistent with past practice in all material respects and to
refrain from taking certain actions without the other party's consent, (ii) not to solicit, initiate, seek or support or knowingly encourage or facilitate any inquiries or proposals, and, subject to certain exceptions, not to engage or
participate in any negotiations with any third party concerning any acquisition proposal or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any third party relating to any acquisition
proposal, (iii) subject to certain exceptions, not to withdraw, qualify or modify the recommendation of its board of directors for the Merger Agreement or the Merger or the Share Issuance, as applicable and (iv) to use its respective
reasonable best efforts to obtain governmental, regulatory and third party approvals.
In addition, the Merger Agreement contains
covenants that require each of Fiserv and First Data to obtain their respective requisite shareholder approval and stockholder approval and, subject to certain exceptions, the board of directors of Fiserv to recommend to its shareholders to approve
the Share Issuance, in the case of Fiserv, and the board of directors of First Data to recommend to its stockholders to approve and adopt the Merger Agreement, in the case of First Data. Pursuant to the Merger Agreement, Fiserv will call and hold a
shareholder meeting to obtain the requisite shareholder approval, and First Data will, in lieu of calling a meeting of its stockholders, provide a form of stockholder written consent as mutually agreed by the parties to First Data's
stockholders as soon as reasonably practicable after the registration statement on Form
S-4
filed by Fiserv registering the Fiserv Common Stock issuable in the Merger is declared effective under the Securities
Act of 1933, as amended ("Securities Act") (and, in the case of New Omaha, within 24 hours after such Form
S-4
becomes effective) for the purpose of obtaining the requisite stockholder approval.
However, in the event that First Data's board of directors has changed its recommendation to its stockholders to approve and adopt the Merger Agreement, Fiserv will have the right, under certain circumstances, to request First Data to call and
hold a stockholders meeting to obtain the requisite stockholder approval of the adoption of the Merger Agreement. Please refer to "Voting and Support Agreement" for description of New Omaha's voting obligations under the circumstances
described above.
The Merger Agreement contains certain termination rights for each of Fiserv and First Data, including in the event that
(i) the Merger is not consummated on or before October 16, 2019 (as that date may be extended first to January 16, 2020 and then to April 16, 2020, in each case by either party under certain circumstances in which the requisite
regulatory approvals have not been obtained but all of the other closing conditions set forth in the Merger Agreement have been satisfied or waived), (ii) the requisite approval of the shareholders of Fiserv or the stockholders of First Data is not
obtained, (iii) any restraint having the effect of preventing the consummation of the Merger has become final and
non-appealable
or (iv) there is a breach of any of its covenants or agreements or any of
its representations or warranties, which breach is material and not timely cured or cannot be cured.
-2-
In addition, Fiserv and First Data can each terminate the Merger Agreement upon a material breach by the
other party and, prior to obtaining the requisite approval of the stockholders or shareholders, as applicable, of the other party if, among other things, the other party's board of directors has changed its recommendation that its shareholders
approve the Share Issuance, in the case of Fiserv, or its stockholders to approve and adopt the Merger Agreement, in the case of First Data, or has failed to make or reaffirm such recommendation in certain circumstances. The Merger Agreement further
provides that, upon termination of the Merger Agreement under specified circumstances, including termination by either party as a result of a change of recommendation by the other party's board of directors, such party will receive a
termination fee equal to $665 million in cash. In addition, under certain circumstances, upon the termination of the Merger Agreement relating to the failure to obtain HSR clearance or approval under any antitrust or competition law of the
United States, First Data will receive a termination fee equal to $665 million in cash.
The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information about Fiserv or First Data or their respective businesses. Investors should note that the representations, warranties and covenants contained in the Merger Agreement
have been made solely for the benefit of the parties to the Merger Agreement. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure
schedules provided by each of Fiserv and First Data in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and
warranties and certain covenants set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Fiserv and First Data rather than establishing matters as
facts, are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors and were made only as of the date of the Merger Agreement (or such other date or dates as may be
specified in the Merger Agreement). Accordingly, the representations and warranties in the Merger Agreement should not be relied upon as characterizations of the actual state of facts about Fiserv or First Data.
Voting and Support Agreement
Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Voting and Support Agreement, dated as of the
date of the Merger Agreement, with respect to all shares of First Data Common Stock that New Omaha beneficially owns as of the date thereof or thereafter. On the terms and conditions set forth in the Voting and Support Agreement, New Omaha
irrevocably and unconditionally agreed that it will, promptly following the time at which the registration statement on Form
S-4
filed by Fiserv registering the Fiserv Common Stock issuable in the Merger
becomes effective under the Securities Act (and in any event within 24 hours of such time) and receipt by New Omaha of the joint proxy/written consent statement, execute and deliver its written consent to vote in favor of adopting the Merger
Agreement and approving the Merger and against, among other things, another acquisition proposal or merger, in each case, unless First Data's board of directors has changed its recommendation to its stockholders to approve and adopt the Merger
Agreement. In the event that First Data's board of directors has changed its recommendation to its stockholders to approve and adopt the Merger Agreement, New Omaha's voting obligation is reduced to 30% of the aggregate voting power of
First Data's outstanding common stock plus additional votes based on the voting percentage of First Data's other stockholders.
The Voting and Support Agreement will terminate on the date the Merger Agreement is terminated in accordance with its terms. The foregoing
description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this
report by reference.
Shareholder Agreement
Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Shareholder Agreement, dated as of the date of
the Merger Agreement and effective as of the Effective Time, pursuant to which New Omaha has agreed, among other things, that until the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock owned by New Omaha and its
affiliated transferees first falls below 5%, New Omaha (i) may not acquire beneficial ownership of any Fiserv Common Stock except for the Fiserv Common Stock acquired in the Merger, and (ii) will be subject to customary standstill
provisions, including prohibitions against (A) soliciting any extraordinary transaction involving Fiserv, (B) entering into any voting agreements with third parties, (C) seeking to influence management or the board of directors of
Fiserv, or (D) calling any special shareholder meeting of Fiserv or soliciting any written consents or proxies with respect to the restricted actions.
-3-
For the first three months following the Effective Time, New Omaha may transfer its shares
only to (i) Fiserv, (ii) affiliate transferees, and (iii) in a distribution to its equityholders. After the three-month anniversary of the Effective Time, New Omaha may transfer such shares, (A) in open market transactions under
Rule 144 under the Securities Act, (B) in privately negotiated transactions, or (C) via widespread public offerings, and, with respect to each of (A), (B) and (C), subject to certain volume and other limitations
Until the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and its affiliate transferees
first falls below 5%, New Omaha may designate a director to be appointed to the board of directors of Fiserv in accordance with the terms of the Shareholder Agreement. Such director will be one of the four directors designated by First Data referred
to above.
The Shareholder Agreement will terminate immediately upon the earlier of (i) the date the Merger Agreement is terminated
in accordance with its terms and (ii) when the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and certain of its affiliates falls below 3%. The foregoing description of the Shareholder
Agreement does not purport to be complete and is qualified in its entirety by reference to the Shareholder Agreement, a copy of which is filed as Exhibit 4.1 hereto and is hereby incorporated into this report by reference.
Registration Rights Agreement
Simultaneously with the execution of the Merger Agreement, Fiserv and New Omaha entered into the Registration Rights Agreement, dated as of the
date of the Merger Agreement and effective as of the Effective Time, pursuant to which New Omaha is entitled to certain shelf registration rights, demand registration rights and piggyback registration rights with respect to shares of Fiserv Common
Stock it acquires in the Merger, in each case, subject to certain limitations.
The Registration Rights Agreement will terminate
immediately upon the earlier of (i) the date the Merger Agreement is terminated in accordance with its terms and (ii) when the aggregate ownership percentage of the outstanding shares of Fiserv Common Stock held by New Omaha and its
affiliate transferees falls below 2% and such shares may be freely sold without restrictions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed as Exhibit 4.2 hereto and is hereby incorporated into this report by reference.
Bridge
Facility Commitment Letter
In connection with the Merger, Fiserv entered into a bridge facility commitment letter (the
"Commitment Letter") with JP Morgan Chase Bank, N.A. ("JPMorgan"), pursuant to which JPMorgan has committed to provide a
364-day
senior unsecured bridge term loan facility, in an aggregate
principal amount of $17.0 billion, for the purpose of refinancing certain indebtedness of First Data, making cash payments in lieu of fractional shares in the Merger, and paying fees and expenses related to the Merger, the refinancing, and the
related transactions. Fiserv currently expects to replace the bridge facility prior to the closing of the Merger with permanent financing, which may include the issuance of debt securities and a term loan facility. In addition, JPMorgan has
committed to provide a replacement revolving credit facility in an aggregate principal amount of $2 billion that would refinance and replace Fiserv's existing revolving credit facility if certain amendments to Fiserv's existing
revolving credit agreement are not obtained at or prior to the closing of the Merger.
The commitments under the Commitment Letter are
subject to customary conditions, including the execution and delivery of definitive documentation with respect to the bridge facility in accordance with the terms set forth in the Commitment Letter.
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full
text of the Commitment Letter, a copy of which is filed as Exhibit 10.2 and is hereby incorporated into this report by reference.
-4-
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a
proxy or of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction contemplated by the Merger Agreement. In connection with the proposed transaction contemplated by the Merger
Agreement, Fiserv intends to file a registration statement on Form
S-4
with the SEC that will include a joint proxy/consent solicitation statement of Fiserv and First Data that will also constitute a
prospectus of Fiserv. This communication is not a substitute for the registration statement, the joint proxy/consent solicitation statement/prospectus or any other documents that will be made available to the shareholders of Fiserv and First Data,
or any other documents that any party to the Merger Agreement, including Fiserv, First Data, or any of their respective affiliates, may file with the SEC or make available to their respective security holders. SHAREHOLDERS OF FISERV AND STOCKHOLDERS
OF FIRST DATA AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE JOINT PROXY/CONSENT SOLICITATION STATEMENT/PROSPECTUS (WHEN AVAILABLE) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER.
When available, shareholders will be able to obtain copies of the registration statement,
including the joint proxy/consent solicitation statement/prospectus and any other documents that may be filed with the SEC (when available) free of charge from the SEC's website at www.sec.gov. Copies of documents filed with the SEC by Fiserv
also can be obtained free of charge from Fiserv's website at www.fiserv.com. Copies of documents filed with the SEC by First Data also can be obtained free of charge from First Data's website at www.firstdata.com.
Participants in the Solicitation
Fiserv, First Data, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fiserv is set forth in the proxy statement relating to Fiserv's 2018 annual meeting of shareholders filed with
the SEC on April 10, 2018. Information about the directors and executive officers of First Data is set forth in the proxy statement relating to First Data's 2018 annual meeting of stockholders filed with the SEC on March 29, 2018.
Additional information regarding the interests of these participants will be included in the joint proxy/consent solicitation statement/prospectus regarding the proposed transaction and other relevant materials to be filed with the SEC when they
become available. Shareholders should read the joint proxy/consent solicitation statement/prospectus carefully if and when it becomes available before making any voting or investment decisions. Shareholders may obtain free copies of these documents
as described in the preceding paragraph.
Forward-Looking Statements
The information disclosed in this communication contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the ability of Fiserv to complete the proposed acquisition and related transactions. Statements can generally be identified as forward-looking because they include words such as
"believes," "anticipates," "expects," "could," "should" or words of similar meaning. Statements that describe Fiserv's future plans, objectives or goals are also forward-looking statements.
Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements.
The factors that could cause Fiserv's actual results to differ materially include, among others: the possibility that the parties may be
unable to achieve expected synergies and operating efficiencies in the transaction within the expected time frames or at all and to successfully integrate the operations of First Data into those of Fiserv; such integration may be more difficult,
time-consuming or costly than expected; revenues following the transaction may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transaction; operating costs, customer loss and
business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees; the
occurrence of any
-5-
event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Fiserv, First Data and
others related to the merger agreement; unforeseen risks relating to liabilities of Fiserv or First Data may exist; shareholder approval or other conditions to the completion of the transaction may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the amount of the costs, fees, expenses and charges related to the transaction, including the costs, fees, expenses and charges related to any
financing arrangements entered into in connection with the transaction; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction. Fiserv and First Data are subject to, among
other matters, changes in customer demand for their products and services; pricing and other actions by competitors; general changes in local, regional, national and international economic conditions and the impact they may have on Fiserv and First
Data and their customers and Fiserv's and First Data's assessment of that impact; rapid technological developments and changes, and the ability of Fiserv's and First Data's technology to keep pace with a rapidly evolving
marketplace; the impact of a security breach or operational failure on Fiserv's and First Data's business; the effect of proposed and enacted legislative and regulatory actions in the United States and internationally affecting the
financial services industry as a whole and/or Fiserv and First Data and their subsidiaries individually or collectively; regulatory supervision and oversight, and Fiserv and First Data's ability to comply with government regulations; the impact
of Fiserv's and First Data's strategic initiatives; Fiserv's and First Data's ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the ability to contain costs and expenses;
the protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; acts of war and terrorism; and other factors included in "Risk Factors" in Fiserv's and First
Data's respective filings with the SEC, including their respective Annual Reports on Form
10-K
for the year ended December 31, 2017, and in other documents that the companies file with the SEC, which
are available at http://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. Fiserv assumes no obligation to update any forward-looking
statements, which speak only as of the date of this communication.
*            *           
 *
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of January 16, 2019, by and among Fiserv, Inc., 300 Holdings, Inc. and First Data Corporation*
4.1
Shareholder Agreement, dated as of January 16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P.
4.2
Registration Rights Agreement, dated as of January 16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P.
10.1
Voting and Support Agreement, dated as of January 16, 2019, by and between Fiserv, Inc. and New Omaha Holdings L.P.
10.2
Bridge Facility Commitment Letter, dated as of January 16, 2019, by and between JPMorgan Chase Bank, N.A. and Fiserv, Inc.
*
The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
Fiserv agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.
-6-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned
hereunto duly authorized.
FISERV, INC.
Date: January 17, 2019
By:
/s/ Robert W. Hau
Name:
Robert W. Hau
Title:
Chief Financial Officer and Treasurer
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