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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 6/08/06 Western Union CO 10-12B 2:252 RR Donnelley/FA
Document/Exhibit Description Pages Size 1: 10-12B Registration of Securities (General Form) HTML 38K 2: EX-99.1 Preliminary Information Statement HTML 1,619K
| Preliminary Information Statement |
Exhibit 99.1
Dear First Data Stockholder:
I am pleased to inform you that on [•], 2006, the company’s Board of Directors approved the spin-off of Western Union, a wholly-owned subsidiary that is a leader in the global money transfer business.
The spin-off of Western Union is scheduled to occur on [•], 2006. Holders of record of shares of First Data common stock as of the close of business on [•], 2006, which will be the record date, will receive one share of Western Union common stock for each share of First Data common stock held. No action is required on your part to receive shares of Western Union. You will not be required to pay anything for the new shares or to surrender any First Data shares. You will not receive a stock certificate representing your interest in Western Union unless you request one.
We believe that the separation of Western Union from First Data will provide a better structure for each company to pursue the most appropriate long-term growth opportunities and business strategies by allowing it to focus on its own distinct businesses, opportunities and markets. First Data will continue to provide business customers with leading, innovative electronic commerce and payment solutions, while Western Union will build on its position as the trusted source for consumers around the world to transfer money and pay bills rapidly, reliably and conveniently.
Following the spin-off, First Data’s common stock will continue to trade on the New York Stock Exchange under the symbol “FDC.” Western Union intends to apply to have its common stock authorized for listing on the NYSE under the symbol “WU.”
We intend for the spin-off to be tax-free for all stockholders. To that end, we have requested a favorable ruling from the Internal Revenue Service with respect to the spin-off, and intend to complete the spin-off only if we receive the favorable ruling and a favorable opinion of counsel confirming the spin-off’s tax-free status. The spin-off is also subject to other conditions, including necessary regulatory approvals.
I encourage you to read the enclosed information statement, which is being provided to all First Data stockholders. It describes the spin-off in detail and contains important business and financial information about Western Union.
I look forward to your continued support as a stockholder of First Data. We remain committed to working on your behalf to build long-term stockholder value.
Sincerely,
Ric Duques
Chairman and Chief Executive Officer
First Data
[•], 2006
Dear Western Union Stockholder:
It is our great pleasure to welcome you as a stockholder of Western Union.
The Western Union Company has roots back to 1851 and first traded on the New York Stock Exchange in 1865. For 150 years, we have been providing innovative services, including sending the first transatlantic telegraph, creating the universal stock ticker and launching the first United States commercial communications satellite service. We introduced our consumer-to-consumer money transfer service in 1871 and today offer these services under the Western Union, Orlandi Valuta and Vigo brands. We began offering consumer-to-business money payment services in 1989 when we introduced Western Union Quick Collect, providing consumers in the United States with convenient walk-in access to our agent network to pay bills in cash.
Since First Data acquired us in 1995, we have become a leader in global money transfer, with a vast, diversified distribution network consisting of over 270,000 agent locations in more than 200 countries and territories. We believe that the size and reach of this network, our brand strength, and the convenience and reliability we bring to our consumers have been the key to the growth of our business as well as our strong financial performance.
We are very excited about our prospects and believe we will be even better positioned to realize the significant growth opportunities for our business as an independent company. Looking forward, we intend to continue to execute our successful strategies of expanding and diversifying our global distribution, building our brand and enhancing our consumers’ experiences, developing consumer convenience and choice, and exploring new service offerings.
We intend to apply to have Western Union common stock authorized for listing on the New York Stock Exchange under the symbol “WU.”
We invite you to learn more about our company by reading the enclosed information statement. We thank you in advance for your support as our business begins a new and exciting chapter in its long and successful history.
Sincerely,
| Christina A. Gold |
Jack M. Greenberg |
| Chief Executive Officer |
Non-Executive Chairman |
| Western Union |
Western Union |
| [•], 2006 |
Preliminary Information Statement
(Subject to Completion, Dated June 7, 2006)
INFORMATION STATEMENT
Common Stock
(Par Value $0.01 Per Share)
First Data Corporation is providing this information statement to you as a stockholder of First Data in connection with the spin-off of The Western Union Company. The spin-off will consist of a series of transactions by which First Data will contribute its money transfer and consumer payments businesses to Western Union, which we refer to as the contribution, and distribute to its stockholders of record all of the outstanding shares of Western Union common stock, which we refer to as the distribution.
First Data expects that the distribution will be made on [·], 2006 on a pro rata basis to the holders of record of First Data common stock on [·], 2006, which we refer to as the record date. If you are a holder of record of First Data common stock at the close of business on the record date, you will receive one share of Western Union common stock for each share of First Data common stock you hold on that date. As discussed under “The Spin-Off—Trading of First Data Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of First Data common stock in the “regular way” market after the record date and prior to the spin-off, you also will be selling your right to receive shares of Western Union common stock in connection with the spin-off. A book-entry account statement reflecting your ownership of shares of Western Union common stock will be mailed to you, or your brokerage account will be credited for the shares, on or about [·], 2006.
First Data has requested a favorable tax ruling from the United States Internal Revenue Service with respect to the spin-off.
You will not be required to make any payment for the shares of Western Union common stock that you will receive in connection with the spin-off, nor will you be required to surrender or exchange your shares of First Data common stock or take any other action in order to receive shares of Western Union common stock in connection with the spin-off. No approval by First Data stockholders of the spin-off is required or being sought. You are not being asked for a proxy and you are requested not to send a proxy.
There is no current trading market for Western Union common stock. However, we expect that a limited market, commonly known as a “when-issued” trading market, for Western Union common stock will begin on or about [·], 2006, and we expect that “regular way” trading of Western Union common stock will begin the first day of trading following the spin-off. We intend to apply to have Western Union common stock authorized for listing on the New York Stock Exchange under the symbol “WU.”
In reviewing this information statement, you should carefully consider the risks under “ Risk Factors” beginning on page 14 of this information statement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.
The date of this information statement is [·], 2006.
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| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| CERTAIN ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS |
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LIMITATION OF LIABILITY AND INDEMNIFICATION OF OUR DIRECTORS |
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| F-1 | ||
In this information statement, unless the context otherwise requires:
| • | “Western Union,” “we,” “our,” “us” and “our company” refer to The Western Union Company, a Delaware corporation, and its subsidiaries, for all periods following the spin-off; and |
| • | “First Data” refers to First Data Corporation, a Delaware corporation, and its subsidiaries, other than, for all periods following the spin-off, Western Union. |
We describe in this information statement the businesses to be transferred to us by First Data in connection with the spin-off as though the transferred businesses were our business for all historical periods described. However, The Western Union Company is a newly formed entity that has not conducted any operations prior to the spin-off. References in this information statement to the historical assets, liabilities, products, businesses or activities of our businesses are intended to refer to the historical assets, liabilities, products, businesses or activities of the transferred businesses as those businesses were conducted as part of First Data prior to the spin-off. Following the spin-off, we will be an independent, publicly traded company, and First Data will have no continuing stock ownership in us. Our historical combined financial information as part of First Data contained in this information statement is not necessarily indicative of our future financial position, future results of operations or future cash flows, nor does it reflect what our financial position, results of operations or cash flows would have been had we been operated as a stand-alone company during the periods presented.
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This information statement is being furnished solely to provide information to First Data stockholders who will receive shares of Western Union common stock in connection with the spin-off. It is not provided as an inducement or encouragement to buy or sell any securities. You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information.
Trademarks, Service Marks and Trade Names
We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks and service marks that we own or have rights to use that appear in this information statement include the WESTERN UNION®, VIGOSM, ORLANDI VALUTA®, WESTERN UNION QUICK COLLECT®, SPEEDPAY® and PAYMAP® marks. The trademarks are registered in the United States and other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this information statement is owned by such company.
Industry Data
This information statement includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to us. Some data also are based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. The primary sources for third-party industry data and forecasts are Aite Group, LLC, or “Aite,” the International Organization for Migration, the World Bank and other industry reports and articles. These third-party publications and surveys generally state that the information included therein is believed to have been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions on which such data are based. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources.
Company Information
The Western Union Company was incorporated in Delaware in February 2006. Our principal executive offices are located at 12500 East Belford Avenue, Englewood, Colorado 80112. Our main telephone number is (303) 967-6756.
ii
The following summary contains certain information from this information statement relating to us and the spin-off. It does not contain all the details concerning us or our spin-off from First Data, including information that may be important to you. To understand our business and financial position and the spin-off, you should carefully review this entire information statement.
Western Union, a leader in global money transfer, provides people with fast, reliable and convenient ways to send money around the world, pay bills and purchase money orders. The Western Union brand is globally recognized. Our services are available through a network of over 270,000 agent locations that offer Western Union services in more than 200 countries and territories. Our consumer-to-consumer money transfer service enables people to send money around the world in minutes. Our consumer-to-business service provides consumers with flexible and convenient options for making one-time or recurring payments.
In 2005, we generated $4.0 billion in total combined revenues and $898.2 million in combined net income. Demand for our services has steadily increased over the past several years. Our consumer-to-consumer transactions grew at a compound annual growth rate of 21% from 2001 to 2005. We handled 119 million consumer-to-consumer money transfers in 2005, an increase of 23% over 2004. Our 215 million consumer-to-business transactions in 2005 represented a 12% increase over 2004.
We believe that brand strength, the size and reach of our global network, convenience and reliability for our consumers have been key to the growth of our business. As we continue to meet the needs of our consumers for fast, reliable and convenient money transfer services, we are also working to enhance our existing services and provide our consumers with broad access to an expanding portfolio of payment and other financial services.
The Western Union Business
The Western Union business model is straight-forward. Our revenue is principally generated by money transfer and payment transactions. We derive our revenue primarily from two sources. Most of our revenue comes from fees that consumers pay when they send money. In certain consumer money transfer transactions involving different send and receive currencies, we generate revenue based on the difference between the exchange rate set by us to the consumer and the rate at which we are able to acquire currency.
We operate primarily in two business segments.
| • | In our consumer-to-consumer segment we provide our third-party agents with our multi-currency, real-time money transfer processing systems used to originate and pay money transfers. Our agents provide the physical infrastructure and staff required to complete the transfers. We generally pay our agents a commission based on a percentage of revenue. The commission is shared between the agent that initiated the transaction, the “send agent,” and the agent that paid out the transaction, the “receive agent.” For most agents, the costs of providing the physical infrastructure and staff are typically covered by the agent’s primary business (e.g., postal services, banking, check cashing, travel and retail businesses), making the economics of being a Western Union agent attractive to our agents. Western Union’s global reach and loyal consumer base allow us to attract agents we believe to be high quality. We take little credit risk associated with consumer delinquency, because the vast majority of our transactions are initiated in cash. |
| • | In our consumer-to-business segment we offer consumers the option to make consumer-to-business payments electronically over the telephone or the Internet or cash payments in person at an agent location. We process electronic payments using the consumer’s credit card, debit card or bank account. We process cash payments much like we process consumer-to-consumer transactions. |
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Our Strengths
We believe our strengths position us to continue as the provider of choice for millions of consumers when they send money. Our strengths include our:
Strong relationships with high quality agents and businesses. We interact with millions of consumers around the world primarily through our global agent network. Our agents facilitate the global distribution and convenience that help define our Western Union brand, which in turn helps create demand for our services and helps us to recruit and retain agents. Our agents tend to be established organizations that provide an array of other consumer products and services, including postal services, groceries, banking, check cashing, travel and other daily necessities. Many are open during nontraditional banking hours, such as nights and weekends, making it easier for consumers to use our services. Although our agent contracts are generally for 5 year terms, our top 40 agents globally have been with us an average of more than 12 years; in 2005, these agents generated approximately 50% of our consumer-to-consumer combined revenues.
We have strong relationships with a number of businesses and other organizations that receive consumer payments, including utilities, auto finance companies, mortgage servicers, financial service providers and government agencies (all sometimes referred to as “billers”). These relationships are a core component of our consumer-to-business payment services. On average, we have provided bill payment services for our top 20 billers for more than 10 years.
Global distribution network. The Western Union®, Orlandi Valuta® and VigoSM agent networks are the foundation of our international presence. Our agent locations include 5,000 offering Orlandi Valuta® branded service and nearly 19,000 offering VigoSM branded service, with the remainder offering Western Union branded service. A small number offer service under two or three brands. Our global footprint is based on more than a decade of building relationships with agents worldwide.
Success in the consumer-to-consumer money transfer business depends in large part on providing quality service at convenient send and receive locations. Our global network, extending to over 200 countries and territories, provides that convenience. We have emphasized the development of our receive network around the world over the last five years to align the supply of agent locations in the markets that primarily send transactions with those that pay them. Today, we believe we are well-positioned in key receive markets, such as China and India, to meet consumer demand as it evolves with shifts in migration patterns.
To complement the convenience offered by our network’s global physical locations, in certain countries we have made our services available through other channels, such as our Internet service, westernunion.com, which allows consumers to send funds through our website, our telephone money transfer service and our direct-to-bank money transfer service, which allows consumers to send money directly to a bank account.
Established brands. Our Western Union® brand is built on a foundation of more than a century of history and consumer-focused service. Our consumers have told us that they believe the Western Union brand represents speed, reliability, trust, value and convenience. In the United States, where the brand has existed the longest, there is a very high level of brand awareness among money transfer users. The international expansion of our agent network over the past decade has made the Western Union brand visible today virtually everywhere consumers send and receive money. We are building the level of awareness in Europe and Asia. As people move and travel around the world, they are able to find a well recognized service to send funds to others.
We also offer money transfer services under the Orlandi Valuta® and VigoSM brands. Over the past three years, Western Union branded transactions have grown the fastest of the three brands. Through our Western Union Quick Collect brand, as well as our Speedpay brand, we offer cash-based and electronic consumer-to-business payment services.
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Our operating results over the past several years have allowed us to invest significantly each year to support our brands. In 2005, we invested more than $270 million to market, advertise and promote our services and our agents made significant additional investments.
Consumer relationships. One of our strengths has been our focus on our consumers and offering them fast, reliable money transfer services. Our global loyalty card program, offered for both consumer-to-consumer and consumer-to-business services, is available in a growing number of countries. We launched our Gold Card, the principal feature of the program, in the United States in 2002. As of March 31, 2006, the loyalty program was available in 58 countries and had 5.8 million active cards, primarily in the United States. The Gold Card offers consumers faster service at the point-of-sale, rewards such as free telephone time and service enhancements including, on a pilot basis in select markets, remittance protection insurance. On average, a Gold Card consumer initiates more transactions and has a higher rate of retention than a non-carded consumer. In the United States more than 30% of consumer-to-consumer transactions are completed using a Gold Card. We are also seeing increases in usage in Europe and Asia where we began offering the Gold Card in 2004.
Operational excellence. An important part of operational excellence is steadfastly reliable technology. Our systems enable us to provide worldwide, multi-currency and real-time money transfer processing with a high degree of reliability. We provide dynamic computer host-to-host interfaces to our agents and billers that enable them to offer money transfer and payment services within their own computer environment. We also provide settlement and reconciliation software to our agents and billers with reporting and analysis tools to help them monitor many aspects of their money transfer business, including transactions, profitability and cash flow. Behind the scenes, our settlement systems facilitate the periodic settlement of accounts between our company and our agents and billers. Our systems and processes enable our agents to pay money transfers in over 120 currencies.
Flexibility is another important component of operational excellence. We continue to work to implement consumer focused enhancements to our services. These efforts have resulted in offerings like telephone and Internet services, and money transfers paid directly to a bank account or to a stored-value card.
Attractive financial profile. While we expect to incur significant amounts of debt in connection with the spin-off, our significant revenue and net cash flow will provide us with opportunities to invest in our core business growth, in new services and in new markets. In 2005, we generated $4.0 billion in combined revenues and over $1.0 billion in combined net cash provided by operating activities. Our combined revenues have grown at a compound annual growth rate of 15% since 2001.
Experienced management team. Our management team is substantially the same team that managed the Western Union business for First Data before the spin-off. Business leaders at the senior management level and below were involved in Western Union’s global expansion and creating and implementing our long-term strategy. Collectively, members of our executive team have an average of 8 years with us or First Data.
Our Strategy
We believe that our strengths position us well to continue to pursue global markets and remain focused on our consumers and their needs. To do so, we developed a number of strategies, including:
Expand and diversify global distribution. We intend to continue to identify and create opportunities to generate new revenue from our existing distribution channels, including through acquisitions and by equity investments in our agents. We are focused on selectively expanding our agent network and relationships with billers.
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Our strategy is to align the number of send and receive agent locations in our markets to correspond to the send and receive demands of our consumers in each market. We have focused on building receive networks in countries with large inbound remittance markets, particularly in Latin America, Africa and eastern Europe, as well as key countries like China, India and elsewhere in Asia. This increased presence in receive markets provides emigrants from these countries confidence that money they send home will be delivered to a convenient location they know. In the United States, western Europe and other predominantly send markets, we add agent locations in locales that tend to attract immigrants. While we continue to develop our global network, we expect the majority of our growth in the future to come from existing locations.
Today, we offer cash-based bill payment services primarily in the United States, and we offer consumer-to-business payment services to and from other countries served by our agent network. We intend to pursue continued global expansion of cash and electronic consumer-to-business payments services through our existing agent network and other channels.
Build our brands and enhance our consumers’ experience. We remain focused on our brands and make sizable investments to build our brands and enhance our consumers’ experience. In each of the last three years, we have spent approximately 7% of our combined revenues on marketing, including advertising, events, loyalty programs and employees dedicated to marketing activities. In addition, in each of the last three years we invested in consumer-to-consumer pricing adjustments. Building our brands and enhancing the consumer experience are strategies that are grounded in our global consumer relationship management, or “CRM,” programs, which emphasize building a lifetime relationship with our consumers and their families. The Western Union Gold Card is a key part of this strategy.
Develop consumer convenience and choice. We focus our product development strategy on providing money transfer services that meet consumers’ needs for convenience, choice and control. Our Internet service (westernunion.com), Telephone Money Transfer (a service that allows consumers to speak with Western Union operators in a number of languages by phone to send funds), Money Transfer by Phone (a service that allows consumers to speak with Western Union operators in a number of languages by phone from agent locations to send funds), Direct to Bank (a service that allows consumers to send funds directly to a bank account), Account to Cash (a service that allows consumers to debit their bank accounts and send the money through Western Union for payment at any agent location), Home Delivery of remittances (a service that allows funds to be delivered to the recipient rather than picked up at an agent location) and Western Union@ATM (a service that allows consumers to transfer funds to or from an ATM) are all examples of service enhancements that address our consumers’ needs. We intend to continue to develop these types of enhancements, building on insights from our agents and the knowledge we gain from CRM activities.
In the United States, we offer consumers the ability to send payments to billers through a variety of channels, including walk-in locations, telephone service, interactive voice response units, or “IVR,” and Internet-based service. In order to pay their bills through these channels, consumers can use various means of payments—checks, credit cards, debit cards or cash. We intend to increase our consumer payments business in the United States by pursuing existing and emerging electronic payments services and technologies. Equally as important, we plan to expand this business outside the United States in ways that will vary from market to market.
Explore new service offerings. Western Union is exploring new ways to bring additional services to our consumers around the world. For example, Western Union International Bank, based in Vienna, Austria, has the ability to establish branches and offer money transfer and other financial services directly to consumers in each of the 25 member states of the European Union. We continue to investigate new services—either offered by our company directly or through third parties—that are meaningful to our large consumer base.
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Reasons for the Spin-Off
First Data and we believe that the spin-off of our business from First Data will provide several opportunities and benefits that are expected to enhance stockholder value, including the following:
| • | providing each company with enhanced business focus on its own distinct business opportunities, markets and challenges; |
| • | allowing us greater capital flexibility and direct access to capital markets; |
| • | allowing us to link our employees’ compensation more directly with our financial performance; |
| • | allowing us the ability to provide our services without being restrained by the conflicts doing so may create with First Data’s clients; and |
| • | allowing the investment community to invest separately in each company. |
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Questions and Answers About the Spin-Off
| How will the spin-off work? | The spin-off will be accomplished through a series of transactions by which First Data will contribute to us its money transfer and consumer payments businesses, which we refer to as the contribution, and distribute to its stockholders of record all of the outstanding shares of our common stock, which we refer to as the distribution. For additional information on the transactions in the spin-off, see “The Spin-Off—Manner of Effecting the Spin-Off” beginning on page [•]. | |
| What other transactions are occurring with the spin-off? | We currently expect that in connection with the spin-off, we will transfer to First Data up to approximately $3.6 billion in cash or a combination of cash and our debt securities. We expect to finance the cash portion of the amount to be paid to First Data through borrowings by us. The borrowing arrangements may be in the form of credit facilities, publicly or privately issued debt or a combination thereof. The amount to be paid to First Data, the amount and term of the debt we will incur, the type of debt and entity that will incur the debt have not been finally determined, but will be determined prior to the spin-off. A number of factors could affect this final determination, and the amount of debt ultimately incurred could be substantially less than the amount assumed in this information statement. For additional information regarding the financing, see “Financing” on page [•]. | |
| What will our relationship with First Data be after the spin-off? | First Data and Western Union each will be independent, publicly traded companies. However, we will enter into agreements with First Data that will ease our transition into an independent, publicly traded company following the spin-off. These agreements will also allocate responsibility for obligations arising before and after the spin-off, including, among others, obligations relating to our employees and taxes. For example, we will enter into an agreement with Integrated Payment Systems Inc., or “IPS,” a subsidiary of First Data, that will permit us to continue to conduct our money order business. For additional information on our relationship with First Data after the spin-off, see “Our Relationship with First Data After the Spin-Off” beginning on page [•]. | |
| When will the spin-off be completed? | First Data expects to complete the spin-off by distributing shares of our common stock on [•], 2006 to holders of record of First Data common stock on the record date. As discussed under “The Spin-Off—Trading of First Data Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of First Data common stock in the “regular way” market after the record date and prior to the spin-off, you also will be selling your right to receive shares of our common stock in connection with the spin-off. For additional information on the spin-off, see “The Spin-Off—Results of the Spin-Off” beginning on page [•]. | |
| What is the record date for the distribution? | [•], 2006. | |
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| What do I have to do to participate in the distribution? | Nothing. You are not required to take any action to receive shares of our common stock in the spin-off. No vote of First Data stockholders will be taken for the spin-off. If you own shares of First Data common stock as of the close of business on the record date and do not sell those shares in the “regular way” market prior to the spin-off, a book-entry account statement reflecting your ownership of shares of our common stock will be mailed to you, or your brokerage account will be credited for the shares, on or about [•], 2006. Do not mail in First Data common stock certificates in connection with the spin-off. | |
| How many shares of your common stock will I receive? | First Data will distribute one share of our common stock for each share of First Data common stock you own of record as of the close of business on the record date and do not sell in the “regular way” market prior to the spin-off. Based on approximately [•] shares of First Data common stock that we expect to be outstanding on the record date, First Data will distribute a total of approximately [•] shares of our common stock. For additional information on the distribution, see “The Spin-Off—Results of the Spin-Off” beginning on page [•]. | |
| What is book-entry? | The book-entry system allows registered stockholders to hold their shares without physical stock certificates. You will only receive a stock certificate if you request one. For additional information, see “The Spin-Off—Manner of Effecting the Spin-Off” beginning on page [•]. | |
| Is the spin-off taxable for United States federal income tax purposes? | First Data expects to receive (i) a private letter ruling from the Internal Revenue Service and (ii) an opinion of Sidley Austin LLP (or other nationally recognized tax counsel), in each case to the effect that the spin-off will be tax-free to First Data, us and First Data’s stockholders. See “The Spin-Off—Important Federal Income Tax Consequences” beginning on page [•] for a more detailed discussion of the United States federal income tax consequences of the spin-off to First Data stockholders. | |
| How will the spin-off affect my tax basis in First Data common stock? | Assuming that the spin-off is tax-free to First Data’s stockholders, your tax basis in the First Data common stock held by you immediately prior to the distribution will be allocated between such First Data common stock and our common stock received in the distribution in proportion to the relative fair market values of each on the date of the distribution. See “The Spin-Off—Important Federal Income Tax Consequences” beginning on page [•] for a more detailed description of the effects of the spin-off on your tax basis in First Data common stock and our common stock. | |
| What will happen to First Data stock options, restricted shares and restricted stock units? | We currently expect that, subject to approval of the First Data compensation and benefits committee, equity compensation awards will be treated as follows:
• Current and former employees and directors of First Data who do not become employees or directors of Western Union will have each of their existing First Data stock options converted into an adjusted First Data stock option with an adjusted exercise price and a substitute Western Union stock option. Both options, when combined, will preserve the intrinsic value of the existing First Data option, and each will preserve the ratio of the exercise price to the fair market value of the stock subject to the option. | |
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| • Each First Data stock option held by a person who is or will be an employee or director of Western Union immediately after the spin-off will be converted into a substitute option to purchase Western Union common stock. The substitute option will be adjusted to preserve the intrinsic value of the option and the ratio of the exercise price to the fair market value of the stock.
• Holders of First Data restricted stock who do not become employees or directors of Western Union will receive Western Union restricted stock in connection with the spin-off based on the number of shares of First Data restricted stock they hold.
• The restricted stock awards of persons who are or will be employees or directors of Western Union immediately after the spin-off will be replaced with substitute Western Union restricted stock awards. | ||
| • Current and former employees and directors of First Data who do not become employees or directors of Western Union will have their First Data restricted stock units adjusted to represent both First Data restricted stock units and Western Union restricted stock units. First Data employees and directors who become Western Union employees or directors will have their First Data restricted stock units replaced with substitute Western Union restricted stock units.
For additional information on the treatment of First Data equity compensation awards, see “Our Relationship with First Data After the Spin-Off—Employee Matters Agreement” beginning on page [•]. | ||
| Do you intend to pay dividends on your common stock? | It is currently contemplated that following the spin-off, we will pay a cash dividend on our common stock with respect to the first full fiscal quarter following the date the spin-off is completed in an amount to be determined prior to the spin-off. The declaration and amount of future dividends, however, will be determined by our board of directors and will depend on our financial condition, earnings, capital requirements, legal requirements, regulatory constraints, industry practice and any other factors that our board of directors believes are relevant. See “Dividend Policy” on page [•] for additional information on our dividend policy following the spin-off. | |
| Where will I be able to trade your shares of common stock? | There is no current trading market for our common stock. We intend to apply to have our common stock authorized for listing on the New York Stock Exchange under the symbol “WU.” We expect that a limited market, commonly known as a “when-issued” trading market, for our common stock will begin on or about [•], 2006. The term “when-issued” means that shares can be traded prior to the time shares are actually available or issued. We expect that on the first trading day following the spin-off, “when-issued” trading in our common stock will end and “regular way” will begin. “Regular way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of a trade. Shares of our common stock generally will be freely tradable following the spin-off. For additional information regarding the trading of our common stock, see “The Spin-Off—Market for Our Common Stock; Trading of Our Common Stock Prior to the Spin-Off” beginning on page [•]. | |
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| Will the number of First Data shares I own change as a result of the spin-off? | No. The number of shares of First Data common stock you own will not change as a result of the spin-off. | |
| What will happen to the listing of First Data common stock? | Nothing. First Data common stock will continue to be traded on the New York Stock Exchange under the symbol “FDC.” | |
| Who do I contact for information regarding you and the spin-off? | Before the spin-off, you should direct inquiries relating to the spin-off to: | |
| First Data Corporation 6200 South Quebec Street Greenwood Village, Colorado 80111 Attention: Investor Relations Department (303) 967-6756 | ||
| After the spin-off, you should direct inquiries relating to our common stock to: | ||
| The Western Union Company 12500 East Belford Avenue Attention: Investor Relations Department | ||
| After the spin-off, the transfer agent and registrar for our common stock will be: | ||
| Wells Fargo Bank Minnesota, National Association 161 North Concord Exchange South St. Paul, Minnesota 55075 (651) 450-4064 | ||
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Summary Historical Data and Unaudited Pro Forma Combined Financial Data
The following tables set forth our summary historical data and unaudited pro forma financial data prepared on a combined basis. The historical data present our business as it has historically been operated by First Data. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements” and our historical combined financial statements and the notes to those statements included elsewhere in this information statement. The statements of income and cash flow data for the years ended December 31, 2005, 2004 and 2003 and the balance sheet data as of December 31, 2005 and 2004 set forth below are derived from our audited combined financial statements included elsewhere in this information statement. The statements of income and cash flow data for the years ended December 31, 2002 and 2001 and the balance sheet data as of December 31, 2003, 2002 and 2001 set forth below are derived from our unaudited combined financial statements not included in this information statement. The statements of income and cash flow data for the three-month periods ended March 31, 2006 and 2005 and the balance sheet data as of March 31, 2006 set forth below are derived from our unaudited combined financial statements included elsewhere in this information statement. The balance sheet data as of March 31, 2005 set forth below are derived from our unaudited combined financial statements not included in this information statement. The unaudited interim combined financial statements are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2006. However, in the opinion of management, the unaudited interim combined financial statements include all adjustments (consisting of normal recurring accruals) that are necessary for the fair presentation of the results for the interim periods. See “Index to Combined Financial Statements and Schedule.”
Our historical financial, pro forma and other data included in this information statement are not necessarily indicative of our future financial position, future results of operations or future cash flows, nor do they reflect what our financial position, results of operations or cash flows would have been as a stand-alone company during the periods presented.
The unaudited pro forma combined financial data are derived from our unaudited pro forma combined financial statements. Our unaudited pro forma combined financial statements are derived from our historical combined financial statements and adjusted to give effect to the following transactions:
| • | The contribution by First Data to us of specified assets related to First Data’s money transfer and consumer payments businesses and the assumption by us of specified liabilities related to such businesses. |
| • | The issuance by us to First Data, in consideration for the contribution, of 765.6 million shares of our common stock. |
| • | The distribution of 765.6 million shares of our common stock to holders of First Data common stock. |
| • | The assumed incurrence of $3.6 billion of indebtedness in connection with the spin-off and the payment to First Data of $3.6 billion in the form of cash or a combination of cash and our debt securities. The amount to be paid to First Data, the amount and term of the debt we will incur, the associated debt issuance costs, the type of debt and entity that will incur the debt have not been finally determined, but will be determined prior to the spin-off. A number of factors could affect this final determination, and the amount to be paid to First Data and the amount of debt ultimately incurred could be substantially less than the amount assumed in this information statement. |
| • | The assumed cash settlement of $748.8 million of intercompany notes owed by First Data to us and $64.7 million of intercompany notes owed by us to First Data. |
| • | The forgiveness by us of $87.2 million of intercompany balances owed by First Data to us which will be treated as a dividend to First Data for accounting and tax purposes. |
The share numbers and dollar and settlement amounts are based on First Data share numbers and balances as of March 31, 2006.
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The pro forma adjustments are based upon available information and assumptions that management believes are reasonable; however, such adjustments are subject to change based on the finalization of the terms of the spin-off and the transaction agreements. See “Our Relationship with First Data After the Spin-off—Separation and Distribution Agreement.” In addition, such adjustments are estimates and may not prove to be accurate.
The pro forma combined statements of income data do not include adjustments for certain initial separation costs, nor do they give effect to additional costs associated with operating as a stand-alone company, which we preliminarily estimate to be $65.0 million to $75.0 million annually.
The unaudited pro forma combined statements of income data for the three months ended March 31, 2006 and the year ended December 31, 2005 have been prepared as though the spin-off had occurred as of January 1, 2005. The unaudited pro forma combined balance sheet data as of March 31, 2006 have been prepared as though the spin-off had occurred on March 31, 2006.
Historical Data
| Three Months Ended March 31, |
Years Ended December 31, | ||||||||||||||||||||||||||
| (in millions) | 2006 | 2005 | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||||
| (unaudited) | (unaudited) | (unaudited) | |||||||||||||||||||||||||
| Statements of Income Data: |
|||||||||||||||||||||||||||
| Revenues (a) |
$ | 1,050.6 | $ | 915.5 | $ | 3,987.4 | $ | 3,524.4 | $ | 3,120.8 | $ | 2,723.2 | $ | 2,317.5 | |||||||||||||
| Operating expenses (a) (b) (c) (d) |
730.3 | 624.0 | 2,718.7 | 2,435.5 | 2,148.6 | 1,919.9 | 1,651.0 | ||||||||||||||||||||
| Net income (b) (c) (d) |
229.6 | 205.9 | 898.2 | 752.1 | 638.7 | 499.8 | 412.2 | ||||||||||||||||||||
| Cash Flow Data: |
|||||||||||||||||||||||||||
| Net cash provided by operating activities |
213.1 | 232.1 | 1,002.3 | 907.0 | 762.0 | 587.4 | 529.2 | ||||||||||||||||||||
| Dividends to parent company |
— | — | 417.2 | 675.5 | 324.2 | 486.8 | 1,047.3 | ||||||||||||||||||||
| Key Indicators (unaudited): |
|||||||||||||||||||||||||||
| Consumer-to-consumer transactions (e) |
33.26 | 25.34 | 118.52 | 96.66 | 81.04 | 67.84 | 55.78 | ||||||||||||||||||||
| Consumer-to-business transactions (f) |
61.17 | 51.58 | 215.11 | 192.57 | 179.39 | 145.01 | 113.79 | ||||||||||||||||||||
| Growth Rates (unaudited): |
|||||||||||||||||||||||||||
| Revenue |
15 | % | 11 | % | 13 | % | 13 | % | 15 | % | 18 | % | |||||||||||||||
| Net income |
12 | % | 19 | % | 19 | % | 18 | % | 28 | % | 21 | % | |||||||||||||||
| Consumer-to-consumer transactions |
31 | % | |||||||||||||||||||||||||