Vantiv Announces Agreement to Acquire Mercury Payment Systems from Silver Lake

  Vantiv Announces Agreement to Acquire Mercury Payment Systems from Silver
  Lake

       Positions Vantiv as a leader in high-growth integrated payments

Business Wire

CINCINNATI & DURANGO, Colo. -- May 12, 2014

Vantiv, Inc.  (NYSE: VNTV), a leading provider of payment processing services
and related technology solutions for merchants and financial institutions of
all sizes, announced today an agreement to acquire Mercury Payment Systems,
LLC for an aggregate price of $1.65 billion. Mercury is a payment technology
and service leader whose solutions are embedded into point-of-sale software
applications and brought to market through their dealer and developer
partners. Mercury is currently majority-owned by Silver Lake, a global leader
in technology investing.

Vantiv is strategically focused on strengthening and expanding its traditional
Merchant and Financial Institutions businesses and continues to invest in
strategic partner channels, including integrated payments. The acquisition of
Mercury accelerates Vantiv’s growth in the integrated payments space, which is
expected to increase significantly over the next several years to potentially
represent over 30% of total payments volume by 2017^1. The transaction results
in a combination of leading technology, distribution and scale, which along
with Vantiv’s presence in online and omni-channel commerce, significantly
increases Vantiv’s penetration into high-growth channels.

“The emergence of integrated payment technology at the point-of-sale delivers
a differentiated merchant experience and creates a highly-efficient,
cloud-based delivery model for customer acquisition and retention,” said
Charles Drucker, president and chief executive officer of Vantiv. “By
combining Mercury’s distribution network and innovative solutions with
Vantiv’s technology platform and products, we are developing a payments
eco-system that allows us to serve these clients in new and exciting ways.
Bringing the companies together will dramatically enhance our distribution and
technology capabilities to serve a number of large and growing industry
verticals.”

Mercury features an extensive network of more than 3,000 point-of-sale
software developers and dealers that serve small and medium-sized businesses
across the U.S. and Canada. In 2013, Mercury generated net revenue of $237
million, growing by 17% year-over-year, and adjusted EBITDA of $93 million,
growing by 23% year-over-year. Given Mercury’s strong double-digit growth,
Vantiv expects the transaction to add one to two percentage points to its net
revenue growth per year. The transaction is expected to be modestly accretive
to non-GAAP earnings per share in 2014, with accelerating accretion in 2015.

"Vantiv and Mercury are aligned in our desire to create integrated software
solutions that fulfill the specialized needs of merchants,” said Matt Taylor,
chief executive officer of Mercury. “Software developers and dealers are
helping to lead the way for the future of payments, and combining with Vantiv
puts us in a strong competitive position to jointly offer a broader set of
value-added products and services to our partners and merchants.”

“It has been a privilege to partner with Mercury, and we are very proud of the
company’s accomplishments since our investment in 2010,” said Mike Bingle, a
managing director and managing partner of Silver Lake. “Mercury pioneered the
offering of integrated payments solutions to merchants and has driven rapid
growth by leveraging its large network of partners and pursuing innovative new
technologies and services.”

Since 2010, Silver Lake has partnered with Mercury on several initiatives to
position the company for long-term growth, including the enhancement of
Mercury’s unique technology capabilities and expansion into new product areas,
service lines and industry verticals.

Vantiv’s acquisition of Mercury and the prior acquisition of Element Payment
Services™, builds upon Vantiv’s existing distribution channels, which will
increase the ability to provide an expanded set of payments solutions, such as
online and omni-channel commerce, to technology partners and dealers. Mercury
further expands Vantiv’s reach into the small and medium-sized business
segment through Mercury’s distribution channel, complementary verticals and
its ability to design integrated, value-added innovations for the
point-of-sale.

The transaction is expected to close in the second quarter of 2014, subject to
required U.S. antitrust clearance and other customary closing conditions.
Vantiv will fund the transaction with committed financing. Matt Taylor and the
Mercury management team will remain with the company, which will maintain its
locations in Colorado.

In view of the entry into the transaction, Mercury is suspending activities
related to its proposed initial public offering and, in connection with the
consummation of this transaction, will withdraw its registration statement
previously filed with the U.S. Securities and Exchange Commission.

Credit Suisse acted as lead financial advisor and BofA Merrill Lynch also
acted as financial advisor to Vantiv, and Wachtell, Lipton, Rosen & Katz
served as its legal advisor. Morgan Stanley was the lead M&A advisor to
Mercury. Mercury was also advised by J.P. Morgan, Barclays, and FT Partners.
Simpson Thacher & Bartlett LLP acted as legal advisor.

Conference Call
Vantiv and Mercury will host a conference call to provide additional details,
today at 5:00 PM EDT. The conference call can be accessed live over the phone
by dialing +1.800.289.0746, or for international callers +1.913.312.0839, and
referencing conference code 6629583. A replay will be available approximately
two hours after the call concludes, and can be accessed by dialing
+1.888.203.1112, or for international callers +1.719.457.0820, and entering
replay passcode 6629583. The replay will be available through Monday, May 26,
2014. Presentation slides to be discussed during the conference call will be
available for download prior to the call on Vantiv’s investor relations
website at http://investors.vantiv.com/.
________________________________________________
^1McKinsey 2012 Payments Study

About Vantiv, Inc.
Vantiv, Inc. (NYSE: VNTV) is a leading, integrated payment processor
differentiated by a single, proprietary technology platform. Vantiv offers a
comprehensive suite of traditional and innovative payment processing and
technology solutions to merchants and financial institutions of all sizes in
the U.S., enabling them to address their payment processing needs through a
single provider. We build strong relationships with our customers, helping
them become more efficient, more secure and more successful. Vantiv is the
third largest merchant acquirer and the largest PIN debit acquirer based on
number of transactions in the U.S. The company's growth strategy includes
expanding further into high growth payment segments, such as integrated
payments, payment facilitation (PayFac^TM), mobile, prepaid and information
solutions, and attractive industry verticals such as business-to-business,
ecommerce, healthcare, gaming, government and education. For more information,
visit www.vantiv.com.

Twitter: @Vantiv
Facebook: http://www.facebook.com/Vantiv
LinkedIn: http://www.linkedin.com/company/vantiv
Google+: https://plus.google.com/117873719244183384600
YouTube: http://www.youtube.com/VantivChannel
© Copyright Vantiv, LLC. All rights reserved. Vantiv, the Vantiv logo, and all
other Vantiv product or service names and logos are registered trademarks or
trademarks of Vantiv, LLC in the USA and other countries. ® indicates USA
registration.

About Mercury
Mercury Payment Systems is transforming how small- and medium-sized merchants
transact business. Founded in 2001 with a vision to streamline and safeguard
commerce and payments, Mercury is now one of the fastest growing payment
technology companies in the U.S. and the winner of multiple industry awards.
Mercury’s payments technology is integrated into a broad set of point of sale
systems, reaching merchants through an extensive partner network of over 3,000
point of sale software developers and value added resellers. Mercury's
customer service and value-added solutions distinguish the company from its
competitors and help merchants conduct over $30 billion per year in commerce.
For more information, visit www.mercurypay.com or the company's headquarters
in Durango, Colo.

About Silver Lake
Silver Lake is a global leader in private investments in technology and
technology-enabled industries. Silver Lake invests with the strategic and
operational insights of an experienced industry participant. The firm has
approximately 110 investment and value creation professionals located in New
York, Menlo Park, San Mateo, London, Hong Kong, Shanghai and Tokyo and manages
more than $23 billion in combined assets under management. The Silver Lake
Partners portfolio includes or has included technology and technology-enabled
industry leaders such as Alibaba, Allyes, Ameritrade, Avago, Business Objects,
Dell, Flextronics, Gartner, Gerson Lehrman Group, Global Blue, Go Daddy,
Instinet, Intelsat, Interactive Data Corporation, MCI, Mercury Payment
Systems, MultiPlan, the NASDAQ OMX Group, NetScout, NXP, Sabre, Seagate
Technology, Skype, Spreadtrum, SunGard Data Systems, UGS, Vantage Data
Centers, Virtu and William Morris Endeavor. For more information about Silver
Lake and its entire portfolio, please visit www.silverlake.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 related to Vantiv,
Mercury and the acquisition of Mercury, including the potential benefits of
the acquisition. Forward-looking statements involve risks and uncertainties,
and actual events or results could differ materially from those discussed.
Statements that are not historical facts, including management's expectations
regarding future events and developments, are forward-looking statements and
are subject to significant risks and uncertainties. Factors that could cause
actual events or results to differ materially from those expressed in or
implied by these forward-looking statements include general economic
conditions, future performance and integration of acquisitions including
Mercury, the ability to keep pace with rapid developments and change in our
industry and provide new services to our clients, competition within our
industry, reductions in overall consumer, business and government spending, a
decline in the use of credit, debit or prepaid cards, failures of our systems
or the systems of our third party providers, unauthorized data or security
breaches, inability to expand our market share in existing markets or expand
into new markets, increased attrition of merchants, independent sales
organizations, dealers, developers or referral partners, and the factors
discussed under the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Vantiv's Annual
Report for the year ended December 31, 2013 and its Quarterly Report on Form
10-Q for the quarter ended March 31, 2014 and in Vantiv's other filings made
from time to time with the SEC, copies of which may be obtained by visiting
the company's Investor Relations web site at http://investors.vantiv.com/ or
the SEC's web site at (http://www.sec.gov/).

The forward-looking statements included in this press release represent
Vantiv's and Mercury’s views as of the date of this press release. These
forward-looking statements should not be relied upon as representing Vantiv's
or Mercury’s views as of any date subsequent to the date of this press
release. Neither Vantiv or Mercury undertakes any intention or obligation to
publicly update or revise any forward-looking statement to conform the
statement to actual results or to changes in expectations, whether as a result
of new information, future events or otherwise.

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Contact:

Investor Contact
Vantiv, Inc.
Nathan Rozof, Senior Vice President, Investor Relations, 866-254-4811 or
513-900-4811
IR@vantiv.com
or
Media Contacts
FleishmanHillard
Mark Polzin (for Vantiv), 314-982-1758
Mark.Polzin@fleishman.com
or
Brunswick Group
Jason Golz (for Mercury Payment Systems), 415-671-7676
mercurypayments@brunswickgroup.com
 
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