First Data’s $22 Billion Merger with Fiserv

Simpson Thacher, Sullivan & Cromwell and Fried Frank advised on the deal

First Data Corporation (NYSE: FDC) executed its merger agreement with Fiserv (NASDAQ: FISV), under which Fiserv will acquire First Data in an all-stock transaction. The transaction unites two premier companies to create one of the world’s leading payments and financial technology providers, and an enhanced value proposition for its clients. Under the terms of the agreement, First Data shareholders will receive a fixed exchange ratio of 0.303 Fiserv shares for each share of First Data common stock they own, for an equity value of $22 billion. This represents $22.74 based on closing prices as of January 15, and a premium of 29% to the five-day volume weighted average price as of that date. Following the close of the transaction, Fiserv shareholders will own 57.5% of the combined company, and First Data shareholders will own 42.5%, on a fully diluted basis.

In addition to First Data’s merger with Fiserv, Simpson Thacher represented First Data in its $2.5 billion initial public offering in 2015.

First Data is a global leader in commerce-enabling technology and solutions, serving approximately six million business locations and over 4,000 financial institutions in more than 100 countries around the world. First Data has 24,000 owner-associates and processes more than 3,000 transactions per second and $2.4 trillion in transaction volume per year.

Simpson Thacher advised First Data with Kathryn King Sudol (Picture), Elizabeth Cooper, Gary Horowitz, Mark Viera and Tuca Bihari (M&A); Richard Fenyes and Tony Rim (Capital Markets); Daniel Kay, Michael Vernace and Adam Moss (Banking & Credit); David Rubinsky, Joo Hyun Lee and Caitlin Fitzgerald (ECEB); Lori Lesser and Genevieve Dorment (Intellectual Property); and Rob Holo and Pierce Pandolph (Tax).

S&C advised Fiserv with a team including Mark Menting, Jared Fishman (M&A), Matthew Friestedt (ERISA). John Estes, Neal McKnight (Finance), David Spitzer (Tax) and Nader Mousavi (IP&IT).

Fried Frank acted as counsel to Evercore as financial advisor to the independent directors of First Data Corporation with a team including Philip Richter, Roy Tannenbaum and Asiya M. Ubaid.

Involved fees earner: Philip Richter – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson; Asiya Ubaid – Fried Frank Harris Shriver & Jacobson; Luiz Arthur Bihari – Simpson Thacher & Bartlett; Elizabeth Cooper – Simpson Thacher & Bartlett; Genevieve Dorment – Simpson Thacher & Bartlett; Richard Fenyes – Simpson Thacher & Bartlett; Caitlin Fitzgerald – Simpson Thacher & Bartlett; Robert Holo – Simpson Thacher & Bartlett; Gary Horowitz – Simpson Thacher & Bartlett; Daniel Kay – Simpson Thacher & Bartlett; Kathryn King Sudol – Simpson Thacher & Bartlett; Joo Hyun Lee – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Adam Moss – Simpson Thacher & Bartlett; Pierce Pandolph – Simpson Thacher & Bartlett; Tony Rim – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Michael Vernace – Simpson Thacher & Bartlett; Mark Viera – Simpson Thacher & Bartlett; John Estes – Sullivan & Cromwell; Jared Fishman – Sullivan & Cromwell; Matthew Friestedt – Sullivan & Cromwell; Neal McKnight – Sullivan & Cromwell; Mark Menting – Sullivan & Cromwell; Nader Mousavi – Sullivan & Cromwell; David Spitzer – Sullivan & Cromwell;

Law Firms: Fried Frank Harris Shriver & Jacobson; Simpson Thacher & Bartlett; Sullivan & Cromwell;

Clients: Evercore Partners; First Data Corporation; Fiserv Inc.;