First Data Announces Private Debt Exchange Offers for Certain of its Debt Securities

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Wednesday, 01 December 2010 09:21

First Data Corporation  announced on November 17 the commencement of private offers to exchange its notes (collectively, the "Old Notes" and each, an "Issue" of Old Notes), subject to the Maximum Exchange Amount (as defined below), for the new securities, which will be payable (i) 50% in new 8.25% Senior Second Lien Notes due 2021 (the "New Cash-Pay Second Lien Notes") or, at the election of each holder tendering on or prior to the Early Tender Date (as defined below) and subject to the Minimum New PIK Toggle Amount and the Maximum New PIK Toggle Amount (each as defined below), in new 8.75/10.00% PIK Toggle Senior Second Lien Notes due 2022 (the "New PIK Toggle Second Lien Notes" and, together with the New Cash-Pay Second Lien Notes, the "New Second Lien Notes"), and (ii) 50% in new 12.625% Senior Notes due 2021 (the "New Unsecured Notes" and, together with the New Second Lien Notes, the "New Notes"). In addition, holders whose Old Notes are exchanged in the Exchange Offers will receive accrued and unpaid interest in cash in respect of their exchanged Old Notes from the last applicable interest payment date to, but not including, the settlement date for the Exchange Offers (the "Settlement Date"). The maximum aggregate principal amount of New Notes issued in the Exchange Offers will not exceed $5.5 billion (the "Maximum Exchange Amount").

The New Notes will be issued by First Data and guaranteed by substantially all of its domestic subsidiaries. The New Second Lien Notes will be secured on a second-priority lien basis by substantially all the domestic assets owned by the Company and subsidiary guarantors of the New Notes to the extent such assets secure obligations under First Data's senior secured credit facility and existing senior secured notes.

The table below lists the series of Old Notes that are the subject of the Exchange Offers and summarizes certain terms of the Exchange Offers.