(Commission

File Number)

(I.R.S. Employer

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each share of the NetSpend common stock issued and outstanding immediately prior to the effective time of the Merger (other than any dissenting shares, treasury shares, or shares held by TSYS, NetSpend or Sub and their respective subsidiaries) was cancelled and retired and converted into the right to receive $16.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”);

each share of NetSpend’s Series A Convertible Preferred Stock (“Preferred Stock”) issued and outstanding immediately prior to the effective time of the Merger was cancelled and retired and converted into the right to receive $160.00 in cash, without interest and less any applicable withholding taxes;

each outstanding option to purchase NetSpend common stock (x) that was vested at or prior to the effective time of the Merger (a “Vested Option”), was canceled in exchange for the right to receive a cash payment equal to the product of (i) the number of shares of NetSpend common stock subject to such Vested Option immediately prior to the effective time of the Merger and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Option, (y) that is subject to a time based vesting condition and is unvested as of the effective time of the Merger (an “Unvested Option”), was assumed by TSYS and converted into an option to acquire 0.6709 shares of TSYS common stock and will continue to be governed by the same material terms and conditions as were applicable immediately prior to the effective time of the Merger to the Unvested Option from which it was converted, and (z) any option that is not vested and is subject solely to a performance based vesting condition which performance condition had not been satisfied at or prior to the effective time of the Merger was cancelled without payment as of the effective time of the Merger. Notwithstanding the foregoing, TSYS and NetSpend have agreed to accelerate the vesting of Unvested Options held by certain holders, and as a result, at the effective time of the Merger, such options will be converted into the right to receive a cash payment equal to the product of (i) the number of shares of NetSpend common stock subject to such Unvested Option immediately prior to the effective time of the Merger and (ii) a sum equal to the Merger Consideration less the exercise price of the Unvested Option;

each time-based share of restricted stock granted by NetSpend that was unvested and outstanding immediately prior to the effective time of the Merger (a “Time-Based Unvested Restricted Share”) was converted into a right to acquire 0.6709 shares of TSYS common stock (each, a “Converted Restricted Share”). The Converted Restricted Shares will continue to be governed by the same material terms and conditions as were applicable immediately prior to the effective time of the Merger to the Time-Based Unvested Restricted Share from which it was converted; and

each performance-based share of restricted stock granted by NetSpend that was unvested and outstanding immediately prior to the effective time of the Merger (a “Performance-Based Unvested Restricted Share”) was modified to substitute a time-based vesting condition, except with respect to (i) certain Performance-Based Unvested Restricted Shares held by certain holders which are now subject to revised performance based vesting conditions and (ii) certain Performance-Based Unvested Restricted Shares held by certain holders which were forfeited. Notwithstanding the foregoing, TSYS and NetSpend agreed to accelerate the vesting of both Time-Based and Performance-Based Unvested Restricted Shares held by certain holders, and as a

result, at the effective time of the Merger, such unvested restricted shares were canceled and terminated in exchange for the right to receive a cash payment equal to the product of (i) the number of shares of NetSpend common stock subject to such unvested restricted share immediately prior to the effective time of the Merger and (ii) the Merger Consideration.

Exhibit
Number

Description

Kathleen Moates

Senior Deputy General Counsel

Exhibit
Number

Description

Joint Press Release of Total System Services, Inc. and NetSpend Holdings, Inc. dated July 1, 2013.