Fifth Third Bank Closes $334 Million Sale of Vantiv Common Stock

November 28, 2016

S&C advised Fifth Third Bank in the completion of a registered secondary offering of 4,801,432 shares of Class A common stock of Vantiv, Inc. and a separate sale of 850,000 shares of Class A common stock to Vantiv, Inc., for aggregate proceeds of approximately $334 million. All shares of Class A common stock sold by Fifth Third were obtained through the exchange of LLC units of Vantiv, Inc.'s subsidiary, Vantiv Holding, LLC, in accordance with the terms of an exchange agreement entered into in connection with the implementation of an “Up-C” structure in Vantiv's IPO in March 2012. The exchange followed the cashless exercise of the remainder of Fifth Third's warrant to purchase units of Vantiv Holding, LLC.

Vantiv is a leading payment processor that operated as a business unit of Fifth Third until June 2009, when certain funds managed by Advent International Corporation acquired a 51 percent interest in the business unit with the goal of creating a separate stand-alone company. Fifth Third retained 49 percent of the company. Following the completion of the recent offering, Fifth Third owns approximately 17.9 percent of the economic and voting interest in the company.

The S&C team representing Fifth Third was led by Catherine Clarkin, Benjamin Weiner, Megan O'Flynn and Kelly Yamashita. Eric Wang and Daniel Bleiberg advised on tax matters.