0000035527-15-000124.txt : 20151210
0000035527-15-000124.hdr.sgml : 20151210
20151210161022
ACCESSION NUMBER: 0000035527-15-000124
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151208
FILED AS OF DATE: 20151210
DATE AS OF CHANGE: 20151210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vantiv, Inc.
CENTRAL INDEX KEY: 0001533932
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 264532998
STATE OF INCORPORATION: DE
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35462
FILM NUMBER: 151280980
BUSINESS ADDRESS:
STREET 1: 38 FOUNTAIN SQ PLZ
STREET 2: FIFTH THIRD CENTER
CITY: CINCINNATI
STATE: OH
ZIP: 45263
BUSINESS PHONE: 5135795300
MAIL ADDRESS:
STREET 1: 38 FOUNTAIN SQ PLZ
STREET 2: FIFTH THIRD CENTER
CITY: CINCINNATI
STATE: OH
ZIP: 45263
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-12-08
0001533932
Vantiv, Inc.
VNTV
0000035527
FIFTH THIRD BANCORP
38 FOUNTAIN SQUARE PLAZA
CINCINNATI
OH
45263
1
0
1
0
Class A Common Stock
2015-12-08
4
M
0
13374592
A
13374592
I
By Fifth Third Bank
Class A Common Stock
2015-12-08
4
S
0
13374592
51.67
D
0
I
By Fifth Third Bank
Class B Common Stock
2015-12-08
4
D
0
8000000
D
35042826
I
By Fifth Third Bank
Warrant
2015-12-08
4
M
0
4794115
D
Class C Units
4794115
15583912
I
By Fifth Third Bank
Warrant
15.98
2015-12-08
4
M
0
5374592
D
Class C Units
5374592
7791956
I
By Fifth Third Bank
Class B Units of Vantiv Holding, LLC
2015-12-08
4
M
0
8000000
D
Class A Common Stock
8000000
35042826
I
By Fifth Third Bank
Class C Units of Vantiv Holding, LLC
2015-12-08
4
M
0
5374592
A
Class A Common Stock
5374592
5374592
I
By Fifth Third Bank
Class C Units of Vantiv Holding LLC
2015-12-08
4
M
0
5374592
D
Class A Common Stock
5374592
0
I
By Fifth Third Bank
The Class B Common Stock provides Fifth Third Bank 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 Fifth Third Bank with the full number of votes equal to the number of shares of Class B Common Stock it owns) but has no economic rights. If Fifth Third Bank acquires 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 5, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled.
On December 8, 2015, Fifth Third Bank completed the sale of 13,374,592 shares of Class A Common Stock of Vantiv, Inc. as part of a registered block trade. The shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank (i) in exchange for 8,000,000 Class B Units of Vantiv Holding, LLC pursuant to the terms of the exchange right described in note 6 and (ii) 5,374,592 Class C Units available for exchange pursuant to the Warrant exercise transaction described in note 5. Simultaneously with the exchange, 8,000,000 shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank were simultaneously and automatically cancelled pursuant to the Exchange Agreement, dated March 12, 2012, as described in note 6. Immediately following completion of the sale, Fifth Third Bank held 35,042,826 Class B Units of Vantiv Holding, LLC and 35,042,826 shares of Class B Common Stock of Vantiv, Inc.
Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp.
On December 8, 2015, Fifth Third Bank and Vantiv Holding, LLC cancelled a portion of the warrant to purchase an aggregate of 20,378,027 Class C units of Vantiv Holding, LLC that was issued to Fifth Third Bank on June 30, 2009 (the "Warrant"). Pursuant to the Warrant cancellation, the rights under the Warrant to purchase 4,794,115 Class C units of Vantiv Holding, LLC were cancelled for aggregate consideration of $200.0 million payable by Vantiv Holding, LLC to Fifth Third Bank. Following such cancellation, the Warrant is exercisable for an aggregate of 15,583,912 Class C units in Vantiv Holding, LLC. Class C units issuable upon exercise of the remaining portion of the Warrant will continue to be exchangeable on a one-for-one basis for shares of Class A common stock of Vantiv, Inc. pursuant to the terms of the Exchange Agreement, dated March 21, 2012, as described in note 6.
On December 8, 2015, Fifth Third Bank net exercised a portion of the Warrant, which resulted in 5,374,592 Class C units being issued to Fifth Third Bank and 7,791,956 Class C units being available for issuance upon exercise of the remaining Warrant.
Fifth Third Bank has 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 and Class C Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., 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 of Class B Units for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time.
James C. Leonard, Executive Vice President and Treasurer of Fifth Third Bancorp
2015-12-10