TRANSACTION AGREEMENT BY AND AMONG VANTIV, INC., NATIONAL PROCESSING COMPANY, MARS MERGER SUB, LLC, VANTIV, LLC, SLP III QUICKSILVER FEEDER I, L.P., MERCURY PAYMENT SYSTEMS, LLC and SILVER LAKE PARTNERS III DE, L.P.Transaction Agreement • May 16th, 2014 • Vantiv, Inc. • Services-business services, nec • Delaware
This TRANSACTION AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is by and among VANTIV, INC., a Delaware corporation (“Buyer Corp”), NATIONAL PROCESSING COMPANY, a Nebraska corporation and a majority-owned subsidiary of Buyer Corp (“Buyer Corp Sub”), MARS MERGER SUB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer Corp Sub (“Buyer LLC Sub”), VANTIV, LLC, a Delaware limited liability company and a majority-owned subsidiary of Buyer Corp (“Buyer Opco”), and SLP III QUICKSILVER FEEDER I, L.P., a Delaware limited partnership (“Seller”) and the owner of all of the issued and outstanding equity interests of SLP III QUICKSILVER FEEDER CORP., a Delaware corporation (“Corporation”), MERCURY PAYMENT SYSTEMS, LLC, a Delaware limited liability company (the “Company”) and SILVER LAKE PARTNERS III DE, L.P., solely in its capacity as agent and attorney-in-fact for the Seller, the Unitholders and Company Optionholders (each as defined herein) (the “Equityholde
