Filed Pursuant to Rule 433
Registration Statement No. 333-258248
August 14, 2023
Final Term Sheet
Fiserv, Inc.
$700,000,000 5.375% Senior Notes Due 2028
$1,300,000,000 5.625% Senior Notes Due 2033
| Issuer: |
Fiserv, Inc. | |
| Offering Format: |
SEC Registered | |
| Expected Ratings (Moody’s / S&P)*: |
Baa2 / BBB (Stable / Stable) | |
| Trade Date: |
August 14, 2023 | |
| Settlement Date (T+5)**: |
August 21, 2023 | |
| Use of Proceeds: |
The Issuer intends to use the net proceeds from this offering to repay in full its 3.800% senior notes due October 1, 2023 and for general corporate purposes, including the repayment of a portion of its commercial paper notes and share repurchases. | |
| Optional Tax Redemption: |
Each series of notes may be redeemed, at any time, at the surviving entity’s option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes of such series then outstanding, plus accrued and unpaid interest on the principal amount being redeemed (and any Additional Amounts (as defined in the preliminary prospectus supplement)) to (but excluding) the redemption date, if (i) at any time following a transaction to which the provisions of the indenture described under “—Merger, Consolidation and Sale of Assets” in the preliminary prospectus supplement applies, the surviving entity is required to pay Additional Amounts and (ii) such obligation cannot be avoided by the surviving entity taking reasonable measures available to it. | |
| Joint Book-Running Managers: |
BofA Securities, Inc. PNC Capital Markets LLC Truist Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| Co-Managers: |
BMO Capital Markets Corp. Capital One Securities, Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC NatWest Markets Securities Inc. Santander US Capital Markets LLC Scotia Capital (USA) Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. KeyBanc Capital Markets Inc. Comerica Securities, Inc. Siebert Williams Shank & Co., LLC WauBank Securities LLC | |
Terms Applicable to 5.375% Senior Notes due 2028
| Principal Amount: |
$700,000,000 | |
| Maturity Date: |
August 21, 2028 | |
| Interest Payment Dates: |
February 21 and August 21 of each year, beginning February 21, 2024 | |
| Benchmark Treasury: |
UST 4.125% due July 31, 2028 | |
| Benchmark Treasury Price / Yield: |
98-31+ / 4.355% | |
| Spread to Benchmark Treasury: |
T+108 bps | |
| Yield to Maturity: |
5.435% | |
| Coupon: |
5.375% | |
| Price to Public: |
99.740% of the principal amount | |
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| Optional Redemption: |
At any time prior to July 21, 2028, make-whole call as set forth in the preliminary prospectus supplement (T+20 bps).
At any time on or after July 21, 2028, at 100% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date as set forth in the preliminary prospectus supplement. | |
| Minimum Denominations: |
$2,000 and any integral multiple of $1,000 in excess thereof. | |
| CUSIP / ISIN: |
337738 BG2 / US337738BG22 | |
Terms Applicable to 5.625% Senior Notes due 2033
| Principal Amount: |
$1,300,000,000 | |
| Maturity Date: |
August 21, 2033 | |
| Interest Payment Dates: |
February 21 and August 21 of each year, beginning February 21, 2024 | |
| Benchmark Treasury: |
UST 3.875% due August 15, 2033 | |
| Benchmark Treasury Price / Yield: |
97-15+ / 4.185% | |
| Spread to Benchmark Treasury: |
T+155 bps | |
| Yield to Maturity: |
5.735% | |
| Coupon: |
5.625% | |
| Price to Public: |
99.172% of the principal amount | |
| Optional Redemption: |
At any time prior to May 21, 2033, make-whole call as set forth in the preliminary prospectus supplement (T+25 bps).
At any time on or after May 21, 2033, at 100% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date as set forth in the preliminary prospectus supplement. | |
| Minimum Denominations: |
$2,000 and any integral multiple of $1,000 in excess thereof. | |
| CUSIP / ISIN: |
337738 BH0 / US337738BH05 | |
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| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: The Issuer expects to deliver the notes against payment for the notes on the fifth business day following the Trade Date (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day prior to the date of delivery, by virtue of the fact that the notes initially will settle in T+5, may be required to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during the period described above should consult their own advisors. |
The Issuer has filed a Registration Statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling BofA Securities, Inc. at 1-800-294-1322, PNC Capital Markets LLC at 1-855-881-0697, Truist Securities, Inc. at 1-800-685-4786 or Wells Fargo Securities, LLC at 1-800-645-3751.
ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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