First Data to Acquire BluePay

·      Accelerates First Data’s ISV strategy, particularly in Card-Not-Present and eCommerce

·      BluePay’s integrated solutions are highly complementary to First Data’s recently-acquired CardConnect ISV capabilities; BluePay will benefit from CardConnect’s best-in-class merchant and partner management tools

·      Expands First Data’s ERP integrated payment offering, and adds Member Based Organization solutions to First Data’s product suite

·      Further enhances the overall product suite that First Data offers its JVs, acquiring partnerships, and other distribution channels

·      Transaction is modestly accretive before expected synergies

·      Modest impact on leverage; medium-term deleveraging objective remains intact

 

NEW YORK, OCTOBER 20, 2017First Data Corporation (NYSE: FDC), a global leader in commerce-enabling technology and solutions, today announced that it has entered into a definitive stock purchase agreement for First Data to acquire BluePay Holdings, Inc. (“BluePay”) from current owners, including TA Associates and BluePay management, for $760 million in cash, subject to adjustments. The transaction is expected to be modestly accretive in the first full year post-closing, before expected synergies.

BluePay, a provider of technology-enabled payment processing for merchants in the U.S. and Canada, is one of First Data’s largest distribution partners with a strong focus on software-enabled payments and Card-Not-Present transactions. BluePay processes approximately $19 billion of annual volume for more than 77,000 merchants and is integrated into more than 450 software platforms. The company has software integration solutions that complement those offered through First Data’s CardConnect business.

“BluePay is a long-standing First Data distribution partner with an excellent track record of innovation and growth. We are pleased to add BluePay’s unique capabilities and its talented team to the First Data family,” said First Data Chairman and CEO, Frank Bisignano. “We believe BluePay’s best-in-class integrated Card-Not-Present solutions, combined with CardConnect’s cutting-edge ISV product suite acquired earlier this year, clearly sets First Data apart from the competition in the high growth integrated payments space.”  

“This is an exciting day for BluePay as this transaction presents a great opportunity to join an outstanding global organization like First Data,” said BluePay Executive Chairman, John Rante.                                                             

“We believe First Data can accelerate our software-driven payments strategy and provide value to clients and partners through the combination of First Data’s payment facilitation capabilities, global processing expertise, and an unparalleled distribution network,” said BluePay CEO, Bala Janakiraman.

The transaction is subject to customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The parties expect the transaction to close in the fourth quarter of 2017.  

Weil, Gotshal & Manges LLP acted as legal advisor to First Data. Credit Suisse served as financial advisor to BluePay, and Goodwin Procter acted as legal advisor.

Conference Call and Webcast

First Data will host a conference call and webcast to review the transaction on Friday, October 20, 2017 at 8 a.m. ET. To listen to the call, dial +1 (844) 826-3033 (U.S.) or +1 (412) 317-5172 (outside the U.S.). The call will also be webcast on the Investor Relations section of the First Data website at investor.firstdata.com, along with a slide presentation to accompany the call.

A replay of the call will be available through November 20, 2017, at +1 (877) 344-7529 (U.S.) or +1 (412) 317-0088 (outside the U.S.); passcode 10113742, and via webcast at investor.firstdata.com.

About First Data

First Data (NYSE: FDC) is a global leader in commerce-enabling technology and solutions, serving approximately six million business locations and 4,000 financial institutions in more than 100 countries around the world. The company’s 24,000 owner-associates are dedicated to helping companies, from start-ups to the world’s largest corporations, conduct commerce every day by securing and processing more than 2,800 transactions per second and $2.2 trillion per year.

About BluePay

BluePay is a leading provider of technology-enabled payment processing for merchants in the United States and Canada. Through physical POS, online, and mobile interfaces, as well as CRM and ERP software integrations, BluePay processes business-to-consumer and business-to-business payments while providing real-time settlement, reporting, and reconciliation, along with robust security features such as tokenization and point-to-point encryption. BluePay is headquartered in Naperville, Illinois.

First Data Contacts

Peter Poillon
Investor Relations
First Data
212-266-3565
 
Liidia Liuksila
Public Relations
First Data
212-515-0174
 

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking information relating to First Data and the proposed acquisition of BluePay by First Data that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed acquisition; First Data’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of First Data; industry, business strategy, goals and expectations concerning First Data’s market position, future operations, future performance and profitability; and the anticipated timing of closing of the acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing of the acquisition (including the failure to obtain necessary regulatory approval) in the anticipated timeframe or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the stock purchase agreement; risks related to the potential impact of the announcement or consummation of the proposed transaction on First Data’s important relationships, including with employees, suppliers and customers; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation of the proposed acquisition on the market price of First Data’s common stock and on First Data’s operating results; significant transaction costs; the risk of litigation and/or regulatory actions related to the proposed acquisition; and risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period. Many of these factors are beyond First Data’s control. A further description of risks and uncertainties relating to First Data can be found in its Annual Reports on Form 10-K for the fiscal year ended December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov. Unless otherwise required by applicable law, First Data disclaims any intention or obligation to update forward-looking statements contained in this communication as the result of new information or future events or developments.

 

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