Vantiv,Inc. (NYSE:VNTV) Files An 8-K Entry into a Material Definitive Agreement

Vantiv,Inc. (NYSE:VNTV) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive
Agreement

Underwriting Agreement

On November21, 2016, Vantiv,Inc. (the Company) and the Companys
subsidiary Vantiv Holding, LLC (Vantiv Holding) entered into an
underwriting agreement (the Underwriting Agreement) with Morgan
Stanley Co. LLC (the Underwriter) and Fifth Third Bank, to which
Fifth Third Bank agreed to sell 4,801,432 shares (the Shares) of
the Companys ClassA common stock, par value $0.00001 per share,
to the Underwriter (the Offering). The Offering is expected to
close on November28, 2016, subject to the satisfaction of the
closing conditions set forth in the Underwriting Agreement. The
Company is not selling any shares in the Offering and will not
receive any proceeds from the Offering.

The Offering is being made to a prospectus supplement, dated
November21, 2016, to the prospectus, dated May 26, 2016, included
in the Companys registration statement on FormS-3 (File
No.333-211645), which was filed with the Securities and Exchange
Commission on May26, 2016.

The Underwriting Agreement contains customary representations,
warranties and covenants and includes the terms and conditions
for the sale of the Shares by Fifth Third Bank to the
Underwriter, indemnification and contribution obligations and
other terms and conditions customary in agreements of this type.

A copy of the Underwriting Agreement is filed as Exhibit1.1
hereto. The above description is qualified in its entirety by
reference to such exhibit.

Share Repurchase

On November20, 2016, the Company entered into a stock repurchase
agreement with Fifth Third Bank (the Repurchase Agreement) to
repurchase shares of the Companys ClassA common stock (the Share
Repurchase), directly from Fifth Third Bank at a price per share
equal to the closing share price of the Companys ClassA common
stock on the New York Stock Exchange on November21, 2016. The
Company will repurchase 850,000 shares of its ClassA common stock
at a price of $59.73 per share to the terms of the Repurchase
Agreement. The Share Repurchase is subject to certain conditions,
including the closing of the Offering. The repurchased shares
will be cancelled and no longer outstanding following the
completion of the Offering.

A copy of the Repurchase Agreement is filed as Exhibit10.1
hereto. The above description is qualified in its entirety by
reference to such exhibit.

Item 8.01 Other Events.

On November21, 2016, the Company received a notice from Fifth
Third Bank that it is net exercising its remaining warrant to
purchase an aggregate of 7,791,956 ClassC units of Vantiv Holding
that was issued to Fifth Third Bank on June30, 2009 (the
Warrant), which will result in 5,651,432 ClassC units being
issued to Fifth Third Bank and no additional ClassC units
available for issuance under the Warrant. The consummation of the
net exercise and issuance of 5,651,432 ClassC units is expected
to occur on November 28, 2016.

In addition, on November21, 2016, the Company received an
exchange notice from Fifth Third Bank requesting that the Company
exchange the ClassC units to be issued to Fifth Third Bank upon
the net exercise of the Warrant described above to the terms of
the exchange agreement, dated March21, 2012, between the Company
and Fifth Third Bank (the Exchange Agreement) in connection with
the Share Repurchase and the Offering. The Company will issue
5,651,432 shares of its Class A common stock to Fifth Third Bank
in exchange for the 5,651,432 ClassC units, which is referred to
herein as the Fifth Third exchange, prior to and in connection
with the consummation of the Offering and the Share Repurchase.
Of the shares of Class A common stock to be

received by Fifth Third Bank in the Fifth Third exchange,
4,801,432 shares will be sold in the Offering and 850,000
shares will be repurchased by the Company to the Share
Repurchase.

In connection with the Fifth Third exchange and the Share
Repurchase, Vantiv expects to record a liability of
approximately $175 million during the quarter ending
December31, 2016 under the tax receivable agreement the Company
entered into with Fifth Third Bank at the time of its initial
public offering. This approximate liability is based on the
closing share price of the Companys Class A common stock on
November21, 2016 and will not have an impact on the Companys
statements of income. The liability recorded is subject to
change depending on the actual closing share price on the date
of the Fifth Third exchange.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits

1.1

Underwriting Agreement, dated November21, 2016, among the
Company, Vantiv Holding, Fifth Third Bank and the
Underwriter.

10.1

Stock Repurchase Agreement, dated as of November20, 2016,
between the Company and Fifth Third Bank.


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.

Vantiv, Inc. (NYSE:VNTV) Recent Trading Information

Vantiv, Inc. (NYSE:VNTV) closed its last trading session up +0.07 at 58.78 with 2,683,882 shares trading hands.

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