EFTA01382637.pdf

S- I/A Table of Contents • Clover Atini—redefines the payment terminal. In addition to its sleek design, cloud-based software, elegant ease of use, and ability to accept most payment types (including swipe, PIN debit. EMV, and near-field communication (WPC) transactions), it provides access to the Clover App Market—designed to do for the small business owner what the smartphone did for the consumer. Clover has not yet had an opportunity to have a material impact on our financial performance to date, but we believe that Clover can play a significant role in our future growth. • Insightics-an innovative cloud-based software that unlocks the power of big data behind payment transactions to give SMI3s the ability to monitor key business metrics affecting their business, better understand customers to engage effectively, and derive more value from marketing and loyalty programs to grow revenue. Perka-a digital loyalty marketing platform. an alternative to traditional paper and plastic card-based incentive programs. With Perka, virtually any business can customize and launch a mobile loyalty program that works on all cell phones. creating customer loyalty and driving growth. Gyft-a leading digital platform that enables consumers to buy, send, manage. and redeem gift cards using mobile devices. G,v,ft's capabilities, combine) with our long-standing experience in prepaid solutions, create a distinct combination in a rapidly growing market for virtual gift cards. Additionally, in October 2014 Gyfi became the first gift card solution to enable consumers to buy virtual gift cards with Apple Pay's in-app payment functionality. We also recently announced a global alliance with a leading technology consultant to develop next generation payment technology software using our VisionPLUS platform. Internationally, we expanded our presence in Brazil in the third quarter of 2014 with our launch ofBin, our Brazilian acquiring solution. Brazil is one of the fastest-growing payments markets in the world and our partnership with local banking cooperative, Bancoob. is providing access to an existing base of merchants and sponsorship to expand across Brazil. In June 2015, we acquired Transaction Wireless. Inc. (TWI), a digital gift card distribution platform. TWl's cloud-based, digital gift card distribution platform supports comprehensive open and closed loop prepaid, store-branded gift card program management, offering end-to-end card management and business to business and business to customer distribution solutions for retailers, distributors and resellers. TWI will be reported as part of our Network & Security Solutions segment. Changes in Capital Structure During 2014, we made significant changes to our capital structure to reduce our interest expense and increase our free cash flow. This included our parent company, FDH, completing a $3.5 billion private equity placement. Approximately $2.5 billion of the net proceeds were contributed to us as a capital contribution and used to strengthen our consolidated balance sheet by paying down approximately $2.2 billion of debt and $214 million in call premiums. Additionally, we repriced $5.7 billion of our 2018 Term Loans during 2014. As a result, as of December 31. 2014, we had a weighted average interest rate of 7.4% across our debt and approximately 80% of our debt was at a fixed rate, providing a measure of protection if interest rates begin to rise. On June 2, 2015, we refinanced our senior secured revolving credit facility and increased the amount available under this facility to $1.25 billion. On July 10, 2015. we entered into a joinder agreement to our senior secured credit facilities providing for incremental term loans of $725 million and E250 million ($276 million), the proceeds of which were used to redeem $955 million of our 7.375% sennior secured first lien notes due 2019. Associated with the redemption, we incurred approximately $43 million in interest and call premiums. Should interest rates remain stable, we anticipate that these transactions will reduce our cash interest expense going forward. 59 http://vanv.see.gov/Archivecledgaddatant83980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082077 CONFIDENTIAL SONY GM_00228261 EFTA01382637