First Data Corporation (NYSE:FDC) Files An 8-K Other Events
Item8.01 Other Events.
On May29, 2017, First Data Corporation (FDC) issued a joint press
release with CardConnect Corp. (CardConnect) announcing the
execution of an Agreement and Plan of Merger (the Merger
Agreement), dated as of May26, 2017, by and among FDC, Minglewood
Merger Sub Inc. (Merger Sub), a Delaware corporation and a
wholly-owned subsidiary of FDC, and CardConnect. to the Merger
Agreement, upon the terms and subject to the conditions thereof,
Merger Sub will commence a tender offer (Offer) no later than
June7, 2017, to acquire all of the outstanding shares of common
stock of CardConnect, $0.001 par value per share (the Shares), at
a purchase price of $15.00 per Share in cash, net of applicable
withholding taxes and without interest. The Merger Agreement
further provides that, upon the terms and subject to the
conditions thereof, following completion of the Offer, Merger Sub
will merge with and into CardConnect, with CardConnect surviving
as a wholly owned subsidiary of FDC. The transaction is subject
to customary closing conditions and is expected to close in the
third quarter of 2017. FDC anticipates financing the transaction
through cash on hand and funds available under existing credit
facilities.
A copy of the joint press release is attached hereto as Exhibit
99.1.
On May29, 2017, FDC and CardConnect made available a joint
investor presentation regarding the proposed transaction. A copy
of the joint investor presentation is attached hereto as Exhibit
99.2.
Additional Information and Where to Find It
The tender offer for the outstanding shares of CardConnect
referenced in this communication has not yet commenced.This
communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell
shares of CardConnect, nor is it a substitute for the tender
offer materials that FDC and Merger Sub will file with the U.S.
Securities and Exchange Commission (the SEC) upon commencement of
the tender offer.At the time the tender offer is commenced, FDC
and Merger Sub will file tender offer materials on Schedule TO,
and CardConnect will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the tender offer.
The tender offer materials (including an Offer to Purchase, a
related Letter of Transmittal and certain other tender offer
documents) and the Solicitation/Recommendation Statement will
contain important information.Holders of shares of CardConnect
are urged to read these documents when they become available
because they will contain important information that holders of
CardConnect securities should consider before making any decision
regarding tendering their securities.The Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of CardConnect at
no expense to them.The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SECs web site atwww.sec.gov.Additional copies
may be obtained for free by contacting First Data Corporation,
225 Liberty Street, 29thFloor, New York, New York 10281,
Attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, FDC and CardConnect
file annual, quarterly and special reports and other information
with the SEC.You may read and copy any reports or other
information filed by FDC or CardConnect at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room.FDCs and CardConnects filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC athttp://www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking information relating
to FDC and the proposed acquisition of CardConnect by FDC that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied by such statements. These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as believes, plans, anticipates, projects, estimates,
expects, intends, strategy, future, opportunity, may, will,
should, could, potential, or similar expressions. Forward-looking
statements in this communication include, among other things,
statements about the potential benefits of the proposed
acquisition; FDCs and CardConnects plans, objectives,
expectations and intentions; the financial condition, results of
operations and business of FDC and CardConnect; industry,
business strategy, goals and expectations concerning FDCs and
CardConnects market position, future operations, future
performance and profitability; and the anticipated timing of
closing of the acquisition. Risks and uncertainties include,
among other things, risks related to the satisfaction of the
conditions to closing of the acquisition (including the failure
to obtain necessary regulatory approval) in the anticipated
timeframe or at all, including uncertainties as to how many
CardConnect stockholders will tender their shares in the tender
offer and the possibility that the acquisition does not close;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement,
including in circumstances which would require FDC or CardConnect
to pay a termination fee or other expenses; risks related to the
potential
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impact of the announcement or consummation of the proposed
transaction on FDCs or CardConnects important relationships,
including with employees, suppliers and customers; disruption
from the transaction making it more difficult to maintain
business and operational relationships; negative effects of the
announcement or the consummation of the proposed acquisition on
the market price of FDCs or CardConnects common stock and on FDCs
or CardConnects operating results; significant transaction costs;
the risk of litigation and/or regulatory actions related to the
proposed acquisition; the possibility that competing offers will
be made; and risks related to the ability to realize the
anticipated benefits of the acquisition, including the
possibility that the expected benefits from the proposed
acquisition will not be realized or will not be realized within
the expected time period. Other factors that may cause actual
results to differ materially include those that will be set forth
in the Schedule TO, Schedule 14D-9 and other tender offer
documents filed by FDC, Merger Sub and CardConnect. Many of these
factors are beyond FDCs and CardConnects control. A further
description of risks and uncertainties relating to FDC and
CardConnect can be found in their Annual Reports on Form 10-K for
the fiscal year ended December 31, 2016 and in their subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
all of which are filed with the SEC and available
atwww.sec.gov. Unless otherwise required by applicable
law, each of FDC and CardConnect disclaims any intention or
obligation to update forward-looking statements contained in this
communication as the result of new information or future events
or developments.
Item9.01Financial Statements and Exhibits.
| (d) |
The following is a list of the Exhibits filed with this report. |
|
Exhibit Number |
Description of Exhibits |
|
| 99.1 | Joint Press Release dated May29, 2017. | |
| 99.2 | Joint Investor Presentation dated May29, 2017. |
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About First Data Corporation (NYSE:FDC)
First Data Corporation is an electronic commerce company. The Company is a merchant acquirer, issuer processor and independent network services provider, which enables businesses to accept electronic payments, helping financial institutions issue credit, debit and prepaid cards. Its segments include Global Business Solutions (GBS), which provides retail point-of-sale merchant acquiring and e-commerce services, as well as mobile payment services, Webstore-in-a-box solutions, and cloud-based Clover point-of-sale operating system; Global Financial Solutions (GFS), which provides credit solutions for bank and non-bank issuers and include credit and retail private-label card processing, as well as licensed financial software systems, such as its VisionPLUS bank processing application and lending solutions; Network & Security Solutions (NSS), Which provides a range of solutions that it sell to clients in its Global Business Solutions and Global Financial Solutions segments, and Corporate. First Data Corporation (NYSE:FDC) Recent Trading Information
First Data Corporation (NYSE:FDC) closed its last trading session down -0.03 at 16.64 with 2,395,034 shares trading hands.