Vantiv (VNTV) Announces 5.65M Secondary Stock Offering; Will Buyback 850k Shares

November 21, 2016 4:48 PM EST
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Vantiv, Inc. (NYSE: VNTV) announced that Fifth Third Bank net exercised its remaining warrant to receive 5,651,432 Class C units of Vantiv Holding, LLC. Fifth Third Bank will exchange those units on a one-for-one basis into shares of Vantiv's Class A common stock (the "Exchange"). Fifth Third Bank will sell 4,801,432 shares of the Class A common stock received in the Exchange through an underwritten secondary offering (the "Offering"), and Vantiv intends to repurchase the remaining 850,000 shares of Class A common stock (the "Share Repurchase"). Fifth Third Bank will receive all of the proceeds from the Offering. No shares are being sold by Vantiv.

After giving effect to the above, Fifth Third Bank will no longer hold any rights to purchase Class C units of Vantiv Holding, LLC and will have sold all of the shares of Class A common stock received in the Exchange. Fifth Third Bank currently holds 18.3% of the voting power in Vantiv, Inc. and will hold 17.9% of the voting power in Vantiv, Inc. after the successful completion of the Offering.

Assuming the Share Repurchase is completed at the anticipated amount, Vantiv expects that it will result in accretion of approximately $0.01 in pro forma adjusted net income per share in 2017, primarily due to the anticipated 850,000 share reduction in diluted share count. Due to the anticipated closing date, Vantiv does not expect a significant impact on pro forma adjusted net income per share in 2016.

In connection with the Share Repurchase, Vantiv entered into a stock repurchase agreement with Fifth Third Bank, pursuant to which it intends to repurchase 850,000 shares of its Class A common stock from Fifth Third Bank at a price per share equal to today's closing share price on the New York Stock Exchange. The repurchased shares of Class A common stock will be cancelled and no longer outstanding following the Offering. A special committee of Vantiv's board of directors comprised of independent, disinterested directors has authorized the Share Repurchase from Fifth Third Bank subject to the terms and conditions set forth in the stock repurchase agreement. The Share Repurchase is subject to a number of conditions, including the consummation of the Offering, and there can be no assurance that the Share Repurchase will be completed.

If the Offering is consummated, Fifth Third Bank will be entitled to appoint one director to Vantiv's board of directors instead of two. Accordingly, Vantiv intends to decrease the size of its board to 11 members, and we expect that one of the Fifth Third Bank directors will resign from Vantiv's board.

Morgan Stanley & Co. LLC is the underwriter of the Offering. The last reported sales price of Vantiv's common stock on November 21, 2016 was $59.73 per share. Morgan Stanley & Co. LLC proposes to offer the shares of Class A common stock for sale from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part.

The Offering is being made pursuant to an effective shelf registration statement, including a prospectus and a preliminary prospectus supplement related to the Offering, filed by Vantiv with the Securities and Exchange Commission (the "SEC"). Before you invest, you should read the prospectus supplement and accompanying prospectus in that registration statement and other documents Vantiv has filed with the SEC for more complete information about Vantiv and the Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus relating to the Offering, when available, may be obtained from: Morgan Stanley & Co. LLC , 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer or sale of these securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the related registration statement. Nothing in this press release should be construed as an offer to sell, or the solicitation of an offer to buy, any securities subject to the Share Repurchase.



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