Item 1.01
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Entry into a Material Definitive Agreement
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On July 20, 2018, First Data Corporation (FDC) and First Data Receivables, LLC (FD Receivables) amended the Receivables Financing Agreement (as amended by
the RFA Amendment (defined below), the RFA) with PNC Bank, National Association (PNC) and other Lenders and Group Agents (Lenders). In addition, FDC, FD Receivables and certain of FDCs subsidiaries amended the Transfer and Contribution
Agreement (as amended by the TCA Amendment (defined below), the TCA). Together the RFA and TCA establish the primary terms and conditions of an Accounts Receivable Securitization Program (Securitization).
Pursuant to the Securitization, the Originators transfer and contribute current and future trade receivables to FD Receivables and FD Receivables, in turn,
borrows 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.
Under the amended terms, loans under the Securitization will accrue interest at a rate that is 1.15% higher than either LIBOR or a base rate equal to the
highest of (i) the applicable lenders reference or prime rate, or (ii) the federal funds rate plus 0.50%. Unused commitments under the Securitization will accrue an unused fee at a rate that is (i) 0.90% when
utilization under the Securitization is less than 35%, (ii) 0.75% when utilization under the Securitization is less than 50% and greater than or equal to 35% (iii) 0.60% when utilization under the Securitization is less than 65% and greater than or
equal to 50% and (iv) 0.45% when utilization under the Securitization is greater than or equal to 65%. FD Receivables may prepay loans upon one business day prior notice and may terminate the Securitization with 15 days prior notice. In
addition, the scheduled termination of the Securitization was amended from June 30, 2020 to July 31, 2021.
FDC paid certain structuring fees to
PNC Capital Markets LLC and FD Receivables will pay other customary fees to the Lenders.
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 amendment to the RFA (RFA Amendment) is by and among (i) FD Receivables, a Delaware special purpose entity and wholly-owned subsidiary of FDC, as
borrower, (ii) FDC, as initial servicer, (iii) PNC, as administrative agent and lender, and (iv) the persons from time to time party thereto as Lenders.
The amendment to the FD Receivables TCA (TCA Amendment) is by and among, (i) First Data Resources, LLC, CardConnect, LLC, Concord Computing
Corporation, First Data Government Solutions, Inc., First Data Government Solutions, LP, Star Networks, Inc., First Data Processing, Inc., First Data Hardware Services Inc., TeleCheck Services, Inc., Star Systems Assets,
Inc., First Data Merchant Services, LLC, Ignite Payments, LLC, FDS Holdings, Inc., New Payment Services, Inc., CTS Holdings, LLC, Concord Payment Services, Inc., Gift Solutions 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.
The foregoing description of the Securitization is qualified in its entirety by reference to the full text of
each of the RFA Amendment and TCA Amendment, copies of which are respectively attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.