First Data Corporation (NYSE:FDC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On June28, 2017, First Data Corporation (FDC) entered into an amendment (the RFA Amendment) to its Receivables Financing Agreement (as amended by the RFA Amendment, the RFA), by and among (i)First Data Receivables, LLC (FD Receivables), a Delaware special purpose entity and wholly-owned subsidiary of FDC, as borrower, (ii)FDC, as initial servicer, (iii)PNC Bank, National Association (PNC), as administrative agent and lender, and (iv)and the persons from time to time party thereto as Lenders and Group Agents (Lenders).
In addition, on that same date, (i)First Data Resources, LLC, Remitco LLC,Instant Cash Services, LLC, First Data Government Solutions,Inc., First Data Government Solutions, LP, Star Networks,Inc., Star Processing,Inc.,First Data Hardware Services Inc., TeleCheck Services,Inc., Star Systems Assets,Inc., First Data Merchant Services, LLC, Unified Merchant Services,Ignite Payments, LLC, First Data Merchant Services Southeast, L.L.C., First Data Merchant Services Northeast, LLC, FDS Holdings,Inc., New Payment Services,Inc., National Payment Systems Inc., CTS Holdings, LLC, Concord Payment Services,Inc., ValueLink LLC, each as an originator of receivables (collectively, the Originators), with (ii)FDC, the ultimate parent of each Originator and an initial servicer of the receivables for the Originators, and (iii)FD Receivables entered into an amendment (the TCA Amendment) FD Receivables’ Transfer and Contribution Agreement (as amended by the TCA Amendment, the TCA).
Together, the RFA and TCA establish the primary terms and conditions of an accounts receivable securitization program (Securitization).
to the Securitization, the Originators will transfer and contribute current and future trade receivables to FD Receivables and FD Receivables will, in turn, initially borrow up to $600,000,000 from PNC, secured by liens on the receivables. FDC, as servicer, is independently liable for its own customary representations, warranties, covenants and indemnities. In addition, FDC has guaranteed the performance of the obligations of the Originators, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. FDC paid certain structuring fees to PNC Capital Markets LLC and FD Receivables will pay other customary fees to the lenders.
Loans under the Securitization will accrue interest at LIBOR + 150 bps or a base rate equal to the highest of (i)the applicable lender’s prime rate, or (ii)the federal funds rate plus 0.50%. FD Receivables may prepay loans upon one business day prior notice and may terminate the Securitization with 15 days’ prior notice.
The Securitization contains various customary representations and warranties and covenants, and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.
The RFA Amendment extended the scheduled termination of the Securitization from January15, 2019 to June30, 2020, unless terminated earlier to its terms.
The foregoing description of the Securitization is qualified in its entirety by reference to the full text of each of the TCA Amendment and RFA Amendment, copies of which are respectively attached hereto as Exhibit10.1 and Exhibit10.2 and are incorporated herein by reference.