First Data 2012 Annual Report Download - page 86

FIRST DATA CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7.375% notes vote as one class under the related indenture. Interest on the notes is payable semi-annually on June 15 and
December 15 of each year.
FDC may redeem these notes, in whole or in part, at any time on or after June 15, 2015 at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a make-whole premium. Thereafter, FDC
may redeem the notes, in whole or in part, at established redemption prices. In addition, on or prior to June 15, 2014, FDC may
redeem up to 35% of the aggregate principal amount of notes with the net cash proceeds from certain equity offerings at established
redemption prices.
8.875% Senior Secured First Lien Notes
FDC’ s 8.875% senior secured notes due August 15, 2020 require the payment of interest semi-annually on February 15 and
August 15 of each year. The notes were issued at 98.387% of the par amount for a discount totaling $8.2 million.
FDC may redeem the notes, in whole or in part, at any time prior to August 15, 2015 at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to the redemption date and an additional premium as defined.
Thereafter, FDC may redeem the notes, in whole or in part, at established redemption prices, plus accrued and unpaid interest to the
redemption date. In addition, on or prior to August 15, 2013, FDC may redeem up to 35% of the notes with the net cash proceeds from
certain equity offerings at established redemption prices plus accrued and unpaid interest to the redemption date.
6.75% Senior Secured First Lien Notes
On August 16, 2012, FDC issued and sold $1,300 million aggregate principal amount of 6.75% senior secured notes due
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ovember 1, 2020. The notes were issued at 99.193% of the par amount for a discount totaling $10.5 million. Interest on the notes
will be payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2013.
On September 27, 2012, FDC issued and sold $850 million aggregate principal amount of additional 6.75% senior secured notes
pursuant to the indenture governing the 6.75% senior secured notes that were issued on August 16, 2012. The additional notes were
treated as a single series with the existing 6.75% notes and have the same terms as those notes. The notes were issued at 100.75% of
the par amount for a premium totaling $6.4 million.
FDC may redeem the notes, in whole or in part, at any time prior to November 1, 2015, at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole premium.” Thereafter, FDC
may redeem the notes, in whole or in part, at established redemption prices. In addition, on or prior to November 1, 2015, FDC may
redeem up to 35% of the aggregate principal amount of notes with the net cash proceeds from certain equity offerings at established
redemption prices.
Senior Secured Second Lien Notes
Interest on the 8.25% cash-pay notes is payable in cash, accrues interest at the rate of 8.25% per annum and is payable semi-
annually in arrears on January 15 and July 15. The 8.25% cash-pay notes mature on January 15, 2021.
Cash interest on the PIK toggle notes accrues at a rate of 8.75% per annum and PIK interest accrues at a rate of 10.00% per
annum. The initial interest payment on the PIK toggle notes was payable in cash. For any interest period thereafter through and
including the interest period ending January 15, 2014, FDC may elect to pay interest on the PIK toggle notes (i) entirely in cash,
(ii) entirely by increasing the aggregate principal amount of the outstanding PIK toggle notes or by issuing PIK notes (“PIK Interest”),
or (iii) on 50% of the outstanding aggregate principal amount of the PIK toggle notes in cash and on 50% of the outstanding aggregate
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rincipal amount of the outstanding PIK toggle notes by increasing the aggregate principal amount of the outstanding PIK toggle notes
or by issuing PIK notes (“Partial PIK Interest”). After January 15, 2014, all interest on the PIK toggle notes will be payable in cash. If
FDC elects to pay PIK Interest or Partial PIK Interest, FDC will increase the principal amount of the PIK toggle notes or issue PIK
toggle notes in an amount equal to the amount of PIK Interest or the portion of Partial PIK Interest payable in PIK toggle notes for the
applicable interest payment period to holders of the PIK toggle notes on the relevant record date. As of December 31, 2012 and 2011,
FDC elected to pay interest on the notes entirely in cash. The PIK toggle notes mature on January 15, 2022.
FDC may redeem the second lien 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 second lien notes, in whole or in part, at established redemption prices. In addition, on or prior to January 15,
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