Vantiv, Inc. (NYSE:VNTV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Prior to the Share Purchase (as defined in Item 5.02 of this Current Report on Form 8-K), to Vantiv, Inc.’s (“Vantiv” or the “Company”) amended and restated certificate of incorporation, Fifth Third Bank was entitled to elect one director to the Company’s board of directors as its ownership represented more than 9.09% of the Company’s outstanding ClassA common stock and ClassB common stock. Upon the consummation of the Share Purchase, Fifth Third Bank holds approximately 8.6% of the Company’s ClassA common stock and ClassB common stock and is no longer entitled to appoint a director to the Company’s board of directors. Accordingly, the Company has decreased the size of its board of directors to 10 members, and Lars Anderson, the Fifth Third Bank director, resigned from the Company’s board effective August9, 2017.
Item 5.02 Other Information.
On August9, 2017, to the Transaction Agreement, dated as of August9, 2017, by and among Vantiv, Inc. (“Vantiv” or the “Company”), Vantiv Holding, LLC, Fifth Third Bancorp and Fifth Third Bank, Fifth Third Bank exchanged 19,790,000 of its Class B Units in Vantiv Holding, LLC for 19,790,000 shares of Vantiv, Inc.’s ClassA common stock and Vantiv purchased such newly issued shares of ClassA common stock from Fifth Third Bank at a price of $64.04 per share (the “Share Purchase”).
As previously disclosed, the Share Purchase was funded through an amendment, dated August7, 2017 (the “Incremental Amendment”), to the Company’s existing credit facility permitting the Company to obtain approximately $1.27 billion of additional seven–year term B loans. The foregoing summary of the Incremental Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Incremental Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
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ExhibitNo. |
Description |
| 10.1 | Incremental Amendment, dated as of August 7, 2017, by and among Vantiv , Vantiv LLC and certain financial institutions thereto as lenders |
Vantiv, Inc. ExhibitEX-10.1 2 d437865dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION INCREMENTAL AMENDMENT NO. 2 INCREMENTAL AMENDMENT NO. 2,…To view the full exhibit click here
About Vantiv, Inc. (NYSE:VNTV)
Vantiv, Inc. (Vantiv) is a holding company. The Company conducts its operations through its subsidiary, Vantiv Holding, LLC (Vantiv Holding). The Company is a payment processor, merchant acquirer and personal identification number (PIN) debit acquirer. The Company operates through two segments: Merchant Services and Financial Institution Services. The Company offers payment processing services that enable its clients to meet their payment processing needs through a single provider, including in omni-channel environments that span point-of-sale, e-commerce and mobile devices. Its value-added services include security solutions and fraud management, information solutions, and interchange management. It also provide critical payment services to financial institutions, such as card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine (ATM) driving, and network gateway and switching services.