CINCINNATI, Nov. 21, 2016 /PRNewswire/ -- Vantiv, Inc. (NYSE: VNTV) ("Vantiv") announced today that Fifth Third Bank net exercised its remaining warrant to receive 5,651,432 Class C units of Vantiv Holding, LLC. Fifth Third Bank will exchange those units on a one-for-one basis into shares of Vantiv's Class A common stock (the "Exchange"). Fifth Third Bank will sell 4,801,432 shares of the Class A common stock received in the Exchange through an underwritten secondary offering (the "Offering"), and Vantiv intends to repurchase the remaining 850,000 shares of Class A common stock (the "Share Repurchase"). Fifth Third Bank will receive all of the proceeds from the Offering. No shares are being sold by Vantiv.
After giving effect to the above, Fifth Third Bank will no longer hold any rights to purchase Class C units of Vantiv Holding, LLC and will have sold all of the shares of Class A common stock received in the Exchange. Fifth Third Bank currently holds 18.3% of the voting power in Vantiv, Inc. and will hold 17.9% of the voting power in Vantiv, Inc. after the successful completion of the Offering. Assuming the Share Repurchase is completed at the anticipated amount, Vantiv expects that it will result in accretion of approximately $0.01 in pro forma adjusted net income per share in 2017, primarily due to the anticipated 850,000 share reduction in diluted share count. Due to the anticipated closing date, Vantiv does not expect a significant impact on pro forma adjusted net income per share in 2016. In connection with the Share Repurchase, Vantiv entered into a stock repurchase agreement with Fifth Third Bank, pursuant to which it intends to repurchase 850,000 shares of its Class A common stock from Fifth Third Bank at a price per share equal to today's closing share price on the New York Stock Exchange. The repurchased shares of Class A common stock will be cancelled and no longer outstanding following the Offering. A special committee of Vantiv's board of directors comprised of independent, disinterested directors has authorized the Share Repurchase from Fifth Third Bank subject to the terms and conditions set forth in the stock repurchase agreement. The Share Repurchase is subject to a number of conditions, including the consummation of the Offering, and there can be no assurance that the Share Repurchase will be completed.