King & Spalding lawyers are helping Columbus, Ga.-based credit-card processor Total System Services Inc., or TSYS, charge up its bottom line in a $150.5 million joint venture with First National Bank of Omaha.
TSYS is buying 51 percent of First National Bank of Omaha’s merchant acquiring business, which, according to an 8-K filed with the Securities and Exchange Commission, the bank is expected to contribute via a series of structuring transactions to a newly formed Delaware limited liability company of First National Merchant Solutions.
King & Spalding Atlanta corporate partner John J. Kelley III, along with a team of attorneys from various offices, handled the deal. Kelley, through a spokesman, declined to comment. Other Atlanta lawyers on the deal include tax partner Donald P. Hensel, employment and benefits partner Susan Canter Reisner and intellectual property partner Scott W. Petty. First National Bank of Omaha, through a spokesman, declined to name its legal counsel.
The Omaha bank will retain a 49 percent ownership share and will contribute its acquisition business—which means it signs up merchants, providing them with point-of-sale equipment and processing their transactions—to TSYS’s existing third-party processing arm.
The deal, expected to close in April, also includes what amounts to a non-compete agreement. According to the 8-K, both parties have agreed, subject to some exceptions, not to acquire the equivalent of a financial interest in merchant customer contracts via U.S.-based businesses other than through the new Financial National Merchant Solutions entity.
In the 8-K, TSYS reported 2009 total revenue of $1.68 billion; the Omaha bank, which is a subsidiary of First National of Nebraska, reported that its merchant-processing division had $74 billion in sales last year, with net revenue of $93 million.