NetSpend 2012 Annual Report Download - page 28

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Subsequent Event
On February 19, 2013, TSYS and NetSpend, a
leading provider of general purpose reloadable (GPR)
prepaid debit cards and related financial services to
underbanked consumers in the United States,
announced that they entered into a definitive
agreement pursuant to which, upon the terms and
subject to the conditions set forth in the agreement,
TSYS will acquire NetSpend in an all cash transaction
valued at approximately $1.4 billion. Under terms of
the agreement, NetSpend shareholders will receive
$16.00 in cash for each share of NetSpend common
stock. The Company intends to finance the NetSpend
acquisition with cash on hand and approximately $1.3
billion of additional indebtedness. In connection with
the transaction, the Company entered into a
commitment letter with certain of its lenders to
provide a $1.2 billion bridge term loan facility to
finance the NetSpend acquisition to the extent the
Company has not obtained alternative financing
before the closing of the transaction. The transaction
is currently expected to close in mid-2013 and is
subject to customary closing conditions, including
approval by NetSpend shareholders, and required
regulatory approvals. For additional information
regarding the transaction, see TSYS’ Current Report
on Form 8-K filed on February 19, 2013, which
includes the press release announcing the NetSpend
acquisition, the merger agreement for the
transaction, and the commitment letter for the bridge
term loan facility. There can be no assurance that the
proposed acquisition will be completed, or if it is
completed, that the expected benefits of the
transaction will be realized.
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