Item 1.01.
Entry into a Definitive Material Agreement
2016 November Joinder Agreement with Respect to Credit Agreement
On December 5, 2016, First Data Corporation (the
Company
) entered into a 2016 November Joinder Agreement (the
Joinder Agreement
) relating to its Credit Agreement, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as further amended as of August 10, 2010, March 24, 2011, March 13, 2012 and August 16, 2012, as modified as of September 27, 2012 and February 13, 2013, as further amended as of April 10, 2013, April 15, 2013, January 30, 2014, July 18, 2014 and June 2, 2015 and as further modified as of July 10, 2015, November 24, 2015, April 13, 2016, June 2, 2016 and October 14, 2016, respectively, among the Company, the several lenders from time to time parties thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
Pursuant to the Joinder Agreement, the Company incurred an aggregate principal amount of (i) approximately $2.78 billion in new U.S. dollar denominated term loans maturing on July 10, 2022 (the
2022C New Dollar Term Loans
) and (ii) approximately 761 million in new euro denominated term loans maturing on July 10, 2022 (the
2022C New Euro Term Loans
and, together with the 2022C New Dollar Term Loans, the
2022 New Term Loans
). The interest rate applicable to the 2022C New Dollar Term Loans is a rate equal to, initially, at the Companys option, either (a) LIBOR plus 300 basis points or (b) a base rate plus 200 basis points. The interest rate applicable to the 2022C New Euro Term Loans is a rate equal to, initially, LIBOR plus 325 basis points. The interest rates on both the 2022C New Dollar Term Loans and 2022C New Euro Term Loans may be reduced by 25 basis points based on the Companys leverage ratio. The Company used the proceeds from the incurrence of the 2022 New Term Loans to refinance all of its existing U.S. dollar denominated term loans and euro denominated term loans maturing on July 10, 2022.
The foregoing description of the Joinder Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Joinder Agreement, which is filed as Exhibit 4.1 hereto.