0000035527-12-000024.txt : 20120321 0000035527-12-000024.hdr.sgml : 20120321 20120321184446 ACCESSION NUMBER: 0000035527-12-000024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120321 FILED AS OF DATE: 20120321 DATE AS OF CHANGE: 20120321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35462 FILM NUMBER: 12707240 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vantiv, Inc. CENTRAL INDEX KEY: 0001533932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 264532998 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 BUSINESS PHONE: 513-900-5250 MAIL ADDRESS: STREET 1: 8500 GOVERNOR'S HILL DRIVE CITY: SYMMES TOWNSHIP STATE: OH ZIP: 45249 3 1 edgar.xml PRIMARY DOCUMENT X0204 3 2012-03-21 0 0001533932 Vantiv, Inc. VNTV 0000035527 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 1 0 1 0 Class B Common Stock 78240102 I By Fifth Third Bank Class B Common Stock 7765098 I By FTPS Partners, LLC Class B Units of Vantiv Holding, LLC Class A Common Stock 78240102 I By Fifth Third Bank Class B Units of Vantiv Holding, LLC Class A Common Stock 7765098 I By FTPS Partners, LLC Warrant to Buy Class C Non-Vtg Units of Vantiv Holding, LLC 15.98 2029-06-30 Class A Common Stock 20378027 I By Fifth Third Bank The Class B Common Stock provides Fifth Third Bank and FTPS Partners, LLC (together with their affiliates, the "Fifth Third Investors") with up to 18.5% of the aggregate voting power of Vantiv, Inc.'s common stock (other than in connection with a stockholder vote with respect to a change of control, in which event the Class B Common Stock will provide the Fifth Third Investors with the full number of votes equal to the number of shares of Class B Common Stock they own) but has no economic rights. If the Fifth Third Investors acquire shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. FTPS Partners, LLC is a wholly owned subsidiary of Fifth Third Bank, which is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. The Fifth Third Investors acquired Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., on June 30, 2009. Following the consummation of the initial public offering of Class A Common Stock of Vantiv, Inc. and the expiration of the 180-day underwriters' lock-up, the Fifth Third Investors will have the right, pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv, Inc. and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such exchange for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. The Fifth Third Investors are prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time. Following the IPO of Vantiv, Inc. and the expiration of the 180 day lock-up period, the Warrant will be freely exercisable subject to (i) the receipt of a private ruling from the IRS stating that the exercise of the Warrant will not cause a deemed transfer taxable to Vantiv, Inc. of an interest in the capital of Vantiv Holding for tax purposes from Vantiv, Inc. to the party exercising the Warrant, or a capital shift that causes a taxable event for Vantiv, Inc., (ii) enactment of final regulations to clarify that no taxes will be payable upon exercise of the Warrant due to a capital shift that causes a taxable event for Vantiv, Inc. or (iii) Fifth Third Bank or another creditworthy entity providing an indemnity to Vantiv, Inc equal to 70% of any taxes payable by it in respect to any income recognized by Vantiv Holding or Vantiv, Inc. resulting from such a capital shift that may be caused by exercise of the Warrant (except in certain circumstances, including a change of control). If and when issued, the Class C Non-Voting Units will be exchangeable by Fifth Third Bank on a one-for-one basis for shares of Class A Common Stock of Vantiv, Inc., pursuant to and subject to the limitations in the Exchange Agreement, including the 18.5% ownership limit, as described in note 4. Paul L. Reynolds, Executive Vice President, Secretary and Chief Risk Officer of Fifth Third Bancorp 2012-03-21