First Data 2011 Annual Report Download - page 96

12.625% Senior Unsecured Notes
Interest on the 12.625% senior notes is payable in cash, accrues at the rate of 12.625% per annum, and is payable semi-annually
in arrears on January 15 and July 15. The 12.625% senior notes mature on January 15, 2021.
Effective in December 2011, FDC exchanged substantially all of its 12.625% senior notes due 2021 for publicly tradable notes
having substantially identical terms and guarantees, except that the exchange notes will be freely tradable. FDC may redeem the
senior notes, in whole or in part, at any time prior to January 15, 2016, at a price equal to 100% of the principal amount of the notes
plus accrued and unpaid interest to the redemption date and a "make-whole premium." Thereafter, FDC may redeem the senior notes,
in whole or in part, at established redemption prices. In addition, on or prior to January 15, 2014, FDC may redeem up to 35% of the
aggregate principal amount of the notes with the net cash proceeds from certain equity offerings at established redemption prices. The
12.625% senior notes are similar in rank to FDC's other senior notes described above.
9.875% Senior Unsecured Notes and 10.55% Senior Unsecured Notes
On December 17, 2010, FDC completed its private exchange offers ("Debt Exchange"), in which FDC offered to exchange its
9.875% Senior notes due 2015 and its 10.550% Senior PIK notes due 2015, subject to the maximum exchange amount of $6.0 billion,
for the new securities, payable (i) 50% in new 8.25% Senior second lien notes due 2021 or, in new 8.75%/10.00% PIK Toggle senior
second lien notes due 2022, and (ii) 50% in new 12.625% Senior Unsecured Notes due 2021. The maximum aggregate principal
amount of PIK toggle notes issuable in the exchange offers was $1.0 billion. The notes issued are described in detail above. The
following table presents the results of the debt exchange.
Debt Exchange
Amounts
(in millions)
Notes exchanged
9.875% Senior notes due 2015 $ 2,966.5
10.55% Senior PIK notes due 2015 3,035.1
Total amount exchanged (a) $ 6,001.6
Notes issued
8.25% Senior second lien notes due 2021 $ 1,999.7
8.75%/10.00% PIK toggle senior second lien notes due 2022 1,000.0
12.625% Senior notes due 2021 3,000.0
Total amount issued (a) $ 5,999.7
(a) The difference between the total amount exchanged and the total amount issued relates primarily to a discount of the notes
issued for exchanges subsequent to the early tender date.
FDC recorded $53.8 million in fees in conjunction with the debt exchange. The fees were recorded as a discount on the new
notes and are being amortized to interest expense over the remaining term of the loans.
FDC's 9.875% senior notes due September 24, 2015 are publicly tradable and require the payment of interest semi-annually on
March 31 and September 30.
FDC's 10.55% senior notes due September 24, 2015 are publicly tradable and require the payment of interest semi-annually on
March 31 and September 30. The terms require that interest on these notes up to and including September 30, 2011 be paid entirely by
increasing the principal amount of the outstanding notes or by issuing senior PIK notes. Beginning October 1, 2011, interest will be
payable in cash and the first such payment will be in April 2012. During 2011, 2010 and 2009, FDC increased the principal amount of
these notes by $73.1 million, $362.5 million and $333.0 million, respectively, in accordance with this provision.
The 9.875% senior notes and 10.55% senior notes are unsecured and (i) rank senior in right of payment to all of FDC's existing
and future subordinated indebtedness, (ii) rank equally in right of payment to all of the existing and future senior indebtedness, (iii) are
effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such
debt, and (iv) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior notes.
11.25% Senior Unsecured Subordinated Notes
FDC's publicly tradable 11.25% senior subordinated notes due March 31, 2016 require the payment of interest semi-annually on
March 31 and September 30.
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