Fifth Third Enters $1.2 Billion Transaction Agreement With Vantiv to Facilitate Vantiv Acquisition of Worldpay Group

August 7, 2017

In order to facilitate the acquisition by Vantiv, Inc. of Worldpay Group plc, S&C clients Fifth Third Bancorp and Fifth Third Bank entered into a transaction agreement with Vantiv and Vantiv Holding, LLC pursuant to which, among other things, Fifth Third Bank agreed to exchange certain Class B units in Vantiv Holding for 19,790,000 shares of Vantiv's Class A common stock and Vantiv agreed to repurchase the newly issued shares of Class A common stock from Fifth Third for an aggregate purchase price of approximately $1.2 billion. The transaction was conditioned on the publication by Vantiv of a firm offer to acquire Worldpay pursuant to Section 2.7 of the City Code on Takeovers and Mergers. Vantiv announced the firm offer on August 9, and the repurchase was effected on the same day.
The S&C team representing Fifth Third consisted of Alexandra Korry, Mitchell Eitel, Ben Perry, Ronald Creamer, Kiran Kadekar and Michael Portner Gartke. David Harms and Catherine Clarkin also provided valuable advice with respect to certain securities law-related matters.