First Data 2013 Annual Report Download - page 150

(2) No shares are pledged as security except for 2,370,000 shares held by Mr. Labry.
(3) New Omaha Holdings L.P. is a limited partnership in which investment funds associated with Kohlberg Kravis Roberts & Co. L.P. and other co-investors
own the limited partner interests. New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the sole member of
New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the general partner of KKR
2006 Associates L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of
KKR Fund Holdings L.P. KKR Group Holdings L.P. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP
Limited. KKR Group Limited is the sole general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR
Management LLC is the sole general partner of KKR & Co. L.P. Henry R. Kravis and George R. Roberts are the designated members of KKR
Management LLC. In addition, Messrs. Kravis and Roberts have been designated as managers of KKR 2006 GP LLC by KKR Fund Holdings L.P. In such
capacities, each of the aforementioned entities and individuals may be deemed to have voting and dispositive power with respect to the shares held by New
Omaha Holdings L.P. but each such entity and individual disclaims beneficial ownership of the shares held by New Omaha Holdings L.P. The address of
each of the entities listed in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019.
(4) Includes the Labry Family Trust-2002 holdings of 130,000 shares and 273,000 additional shares covered by options that are exercisable within 60 days.
Mr. Labry disclaims beneficial ownership of any shares owned directly or indirectly by the Labry Family Trust-2002, except to the extent of his pecuniary
interest therein.
(5) Each of Messrs. Kravis, Nuttall and Olson is a member of the Company’s board of directors and serves as an executive of Kohlberg Kravis
Roberts & Co. L.P. and/or one or more of its affiliates. Each of Messrs. Kravis, Nuttall and Olson disclaim beneficial ownership of the shares held by New
Omaha Holdings L.P.
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Under the Company’s Director Code of Conduct, each director must report to the Company’s General Counsel upon learning of any prospective
transaction or relationship in which the director will have a financial or personal interest (direct or indirect) that is with the Company, involves the use of
Company assets, or involves competition against the Company (consistent with any confidentiality obligation the director may have). The General Counsel
must then advise the Board of any such transaction or relationship and the Board must pre-approve any material transaction or relationship.
Under the Company’s Code of Conduct, executive officers may not use their personal influence to get the Company to do business with a company in
which they, their family members or their friends have an interest. In situations where an executive officer is in a position of influence or where a conflict of
interest would arise, the prior approval of the General Counsel is required.
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First Data has a management agreement with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and one of its affiliates (the “Management Agreement”)
pursuant to which KKR provides management, consulting, financial and other advisory services to the Company. Pursuant to the Management Agreement,
KKR receives an aggregate annual management fee and reimbursement of out-of-pocket expenses incurred in connection with the provision of services. The
Management Agreement has an initial term expiring on December 31, 2019, provided that the term will be extended annually thereafter unless the Company
provides prior written notice of its desire not to automatically extend the term. The Management Agreement provides that KKR also is entitled to receive a fee
equal to a percentage of the gross transaction value in connection with certain subsequent financing, acquisition, disposition and change of control
transactions, as well as a termination fee based on the net present value of future payment obligations under the Management Agreement in the event of an
initial public offering or under certain other circumstances. The Management Agreement terminates automatically upon the consummation of an initial public
offering unless otherwise determined by KKR and may be terminated at any time by mutual consent of the Company and KKR. The Management Agreement
also contains customary exculpation and indemnification provisions in favor of KKR and its affiliates. From January 1, 2013 through February 1, 2014, the
Company paid $25.6 million of management fees, including $0.5 million paid to Mr. Plumeri for advisory services.
On January 30, 2013; March 26, 2013; May 15, 2013; October 30, 2013; and December 16, 2013, the Company entered into purchase agreements in
which KKR Capital Markets LLC (“KCM”), an affiliate of KKR, agreed to serve as one of the initial purchasers for offerings of notes and receive a portion
of the underwriting commission for each of the offering. Under the terms of the agreements, the Company paid underwriting commissions of $7.0 million to
KCM.
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