Attached files
| file | filename |
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| EX-10.12 - EX-10.12 - Worldpay, Inc. | a2207348zex-10_12.htm |
| EX-10.11 - EX-10.11 - Worldpay, Inc. | a2207348zex-10_11.htm |
| EX-10.13 - EX-10.13 - Worldpay, Inc. | a2207348zex-10_13.htm |
| EX-10.14 - EX-10.14 - Worldpay, Inc. | a2207348zex-10_14.htm |
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As filed with the Securities and Exchange Commission on February 14, 2012 |
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Registration No. 333-177875 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vantiv, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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7389 |
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26-4532998 |
8500 Governor’s Hill Drive
Symmes Township, Ohio 45249
(513) 900-5250
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Nelson F. Greene, Esq.
Chief Legal Officer and Secretary
8500 Governor’s Hill Drive
Symmes Township, Ohio 45249
(513) 900-5250
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copies to: | ||
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Alexander D. Lynch, Esq. |
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Richard J. Sandler, Esq. |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this amendment is to file certain exhibits to the registration statement as indicated in Item 16(a) of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15, or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Item 16(a) of Part II and the signatures of the registration statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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Exhibit |
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Description of Exhibits | |
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1.1 |
* |
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Form of Underwriting Agreement. |
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2.1 |
** |
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Master Investment Agreement among Fifth Third Bank, Fifth Third Financial Corporation, Advent-Kong Blocker Corp., Vantiv Holding, LLC (f/k/a FTPS Holding, LLC) and Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC) dated March 27, 2009 and as amended June 30, 2009. |
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2.2 |
** |
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Agreement and Plan of Merger by and among NPC Group, Inc., FTPS-BG Acquisition Corp., Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC), and National Processing Holdings, LLC dated September 15, 2010. |
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3.1 |
* |
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Form of Amended and Restated Certificate of Incorporation of Vantiv, Inc. to be in effect prior to the consummation of the offering made under this Registration Statement. |
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3.2 |
* |
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Form of Amended and Restated Bylaws of Vantiv, Inc. to be in effect prior to the consummation of the offering being made under this Registration Statement. |
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4.1 |
* |
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Form of Class A Common Stock Certificate. |
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5.1 |
* |
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Opinion of Weil, Gotshal & Manges LLP. |
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10.1 |
* |
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Amended and Restated Limited Liability Company Agreement of Vantiv Holding, LLC. |
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10.2 |
** |
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First Lien Loan Agreement, dated as of November 3, 2010, among Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC), Goldman Sachs Lending Partners LLC as administrative and collateral agent, Bank of America, N.A., Credit Suisse Securities, Morgan Stanley Senior Funding, Inc., Fifth Third Bank SunTrust Bank and the other lenders party thereto. |
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10.3 |
** |
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First Amendment to the First Lien Loan Agreement, dated as of January 19, 2011, among Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC), the various lenders from time to time party thereto, Goldman Sachs Lending Partners LLC as administrative and collateral agent, and the other agents party thereto. |
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10.4 |
** |
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Second Amendment to the First Lien Loan Agreement, dated as of May 17, 2011, among Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC), the several banks and other financial institutions or entities from time to time parties thereto, Goldman Sachs Lending Partners LLC as administrative and collateral agent, and the other agents party thereto. |
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10.5 |
** |
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Security Agreement, dated as of November 3, 2010, as amended and restated, among Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC) and certain of its subsidiaries and Goldman Sachs Lending Partners LLC as collateral agent. |
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10.6 |
** |
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First Lien Guaranty Agreement, dated as of November 3, 2010, among Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC), Vantiv Holding, LLC (f/k/a FTPS Holding, LLC), and certain of its subsidiaries and Goldman Sachs Lending Partners LLC as administrative agent for the Guaranteed Creditors. |
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10.7 |
* |
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Stock Purchase Agreement, dated as of June 29, 2009, among Fifth Third Bank, Fifth Third Financial Corporation and JPDN Enterprises, LLC. |
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10.8 |
** |
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Management Agreement, dated June 30, 2009, between Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC) and Advent International Corporation. |
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Exhibit |
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Description of Exhibits | |
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10.9 |
* |
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Registration Rights Agreement, dated June 30, 2009, among Fifth Third Bank, Advent-Kong Blocker Corp., JPDN Enterprises, LLC, FTPS Partners, LLC and Vantiv Holding, LLC (f/k/a FTPS Holding, LLC). |
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10.10 |
* |
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Warrant dated June 30, 2009 issued by Vantiv Holding, LLC (f/k/a FTPS Holding, LLC) to Fifth Third Bank. |
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10.11 |
+ |
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Referral Agreement, dated June 30, 2009, by and between Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC) and Fifth Third Bancorp. |
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10.12 |
+ |
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Master Services Agreement, dated as of June 30, 2009, between Fifth Third Bancorp and Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC). |
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10.13 |
+ |
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Amendment No. 1 to the Master Services Agreement, dated June 30, 2009 between Vantiv, LLC and Fifth Third Bancorp. |
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10.14 |
+ |
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Clearing, Settlement and Sponsorship Services Agreement, dated June 30, 2009, by and between Vantiv, LLC (f/k/a Fifth Third Processing Solutions, LLC) and Fifth Third Bank. |
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10.15 |
* |
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Vantiv Holding, LLC Management Phantom Equity Plan. |
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10.16 |
* |
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Form of Phantom Equity Award Agreement. |
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10.17 |
* |
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Stock Transfer Agreement, dated as of June 30, 2009, among certain investment funds affiliated with Advent International Corporation, Advent-Kong Blocker Corp. and Pamela Patsley. |
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10.18 |
* |
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Side Letter, dated June 30, 2009, by and between Pamela Patsley and certain investment funds affiliated with Advent International Corporation. |
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11.1 |
** |
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Statement re computation of per share earnings (incorporated by reference to Notes to the Financial Statements included in Part I of this Registration Statement). |
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21.1 |
** |
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Subsidiaries of the Registrant. |
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23.1 |
** |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to Vantiv, Inc. |
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23.2 |
** |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to Vantiv Holding, LLC and Transactive Ecommerce Solutions Inc. |
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23.3 |
** |
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Consent of PricewaterhouseCoopers LLP, Independent Auditors, relating to NPC Group, Inc. |
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23.4 |
* |
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Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5.1 hereto). |
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24.1 |
** |
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Power of Attorney (included on signature page). |
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* |
To be filed by amendment |
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** |
Previously filed |
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+ |
Confidential treatment requested as to certain portions, which portions have been provided separately to the Securities and Exchange Commission |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on February 14, 2012.
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Vantiv, Inc. | ||
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By: |
/s/ NELSON F. GREENE | |
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Name: |
Nelson F. Greene |
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Title: |
Chief Legal Officer and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 14, 2012.
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Signature |
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Title | |
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Chief Executive Officer, President and Director (Principal Executive Officer) | |
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Charles D. Drucker |
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/s/ MARK L. HEIMBOUCH |
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Chief Financial Officer (Principal Financial and Accounting Officer) | |
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Mark L. Heimbouch |
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*By: |
/s/ NELSON F. GREENE |
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Attorney-in-Fact |
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