First Data 2014 Annual Report Download - page 132

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) 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.
  

Under our Director Code of Conduct, each director must report to our 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 us, involves the use of our assets, or involves competition against us
(consistent with any confidentiality obligation the director may have). Our General Counsel must then advise our Board of any such transaction or
relationship and our Board must pre-approve any material transaction or relationship.
Under our Code of Conduct, executive officers may not use their personal influence to get us 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 our General Counsel is required.
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We have a management agreement with Kohlberg Kravis Roberts & Co. L.P. (KKR) and one of its affiliates (Management Agreement) pursuant to which KKR
provides management, consulting, financial, and other advisory services to us. 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 we provide 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 us and KKR. The Management Agreement also contains customary exculpation and
indemnification provisions in favor of KKR and its affiliates. In 2014, we paid $20 million of management fees to KKR.
On December 16, 2013, we entered into a purchase agreement 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 offerings. Under the terms of the agreements, we
paid underwriting commissions of $7 million to KCM.
On January 22, 2014, we entered into an engagement letter with KCM, pursuant to which KCM agreed to assist in arranging and coordinating our request to
extend the maturity and lower the interest rate on certain commitments and loans under its senior secured lending facility. We paid KCM $1 million for such
services.
On June 18, 2014, First Data Holdings Inc., our parent company (Holdings), entered into a placement agent agreement with KCM, pursuant to which KCM
agreed to assist in arranging and coordinating Holdings placement of shares of its Class B common stock in a private placement. Holdings paid KCM $41
million for such services.
On July 7, 2014, we entered into an engagement letter with KCM and others which was amended and restated on July 17, 2014, pursuant to which KCM
agreed to assist in arranging and coordinating our request to amend the terms and lower the interest on portions of the loans under its senior secured lending
facility. We paid KCM $2 million for such services.
In 2014, we paid $7 million to KKR Capstone Americas LLC and its subsidiaries for consulting, financial and other advisory services. KKR Capstone
Americas LLC is a consulting company that works exclusively with KKR’s portfolio companies.
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