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First Data Corporation Announces Preliminary Results of Tender Offer for Its Outstanding 10.55% PIK Senior Unsecured Notes Due 2015

Tuesday, February 12, 2013 6:38 PM


First Data Corporation (“First Data”) today announced the preliminary results of its previously announced cash tender offer for any and all of its outstanding 10.55% PIK Senior Unsecured Notes due 2015 (referred to below as the "notes"). As of 5:00 p.m., New York City time, on February 12, 2013 (the “Early Tender Deadline”), $414.2 million aggregate principal amount of the notes had been validly tendered and not validly withdrawn. The tender offer is being made pursuant to an “Offer to Purchase” dated January 30, 2013, which sets forth a more comprehensive description of the terms of the offer. The table below sets forth information with respect to the notes and the tender offer.

                   
Title of Notes

CUSIP/ISIN
Number

Principal
Amount
Outstanding

Tender Offer
Consideration

Early
Tender
Payment(1)

Total
Consideration
(1)(2)

 
10.55% PIK Senior Unsecured Notes due 2015 319963 AT1 $748,427,723 $996.38 $32.64

$1,029.02

 
 

(1) Per $1,000 principal amount of notes tendered and accepted for purchase.

(2) Inclusive of the Early Tender Payment.

 

First Data has elected to exercise the Early Settlement Election described in the Offer to Purchase. Holders of notes who validly tendered and did not validly withdraw their notes on or prior to the Early Tender Deadline will receive the Total Consideration for the notes on February 13, 2013, subject to the consummation of a debt financing expected to close on that date. Holders of notes who validly tender their notes after the Early Tender Deadline but before the expiration of the tender offer will receive only the Tender Offer Consideration for any such notes that are accepted for purchase in the tender offer.

The time and date at which the tender offer will expire is 12:00 midnight, New York City time, on February 27, 2013 (unless extended). The Company currently expects the tender offer to be settled on February 28, 2013.

The time and date on or before which validly tendered notes may be validly withdrawn expired at 5:00 p.m., New York City time, on February 12, 2013. Holders may not validly withdraw any validly tendered notes after that time and date, except in limited circumstances where we determine additional rights are required by law.

First Data’s obligations to accept any notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, First Data may amend, extend or, subject to certain conditions, terminate the tender offer. None of First Data, the dealer manager or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

Citigroup Global Markets Inc. is the dealer manager for the tender offer. Persons with questions regarding the tender offer should contact Citigroup Global Markets Inc. by phone at 212-723-6106 or 800-558-3745. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, by phone at 866-470-3800 or 212-430-3774 or in writing at 65 Broadway – Suite 404, New York, New York 10006.

On January 30, 2013, First Data announced that it intends to redeem any notes that remain outstanding after the consummation of the tender offer on March 1, 2013, at 102.638% of their principal amount, plus accrued interest up to, but not including, the redemption date.

Forward-Looking Statements

This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes” and “expects.” Forward-looking statements are based on First Data’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in First Data’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the caption “Risk Factors.”

(Source: Business Wire )
(Source: Quotemedia)

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