RBS 2010 Annual Report Download - page 406

Material contracts continued
Sale of Global Merchant Services business
On 6 August 2010, the Royal Bank, Citizens Financial Group, Inc., RBS
Netherlands Holdings B.V., Ulster Bank Limited, Ulster Bank Ireland
Limited, NatWest Plc and Ship Bidco Limited (a company representing
Advent International (‘Advent’) and Bain Capital (‘Bain’) which has now
changed its name to WorldPay (UK) Limited) entered into a Transfer
Agreement pursuant to which the Royal Bank (either directly or through
its group companies) sold 80.01 per cent of its Global Merchant Services
business for an enterprise value of up to £2.025 billion. Approximately
£1.45 billion (subject to customary post-closing adjustments) was
received in cash on closing of the sale of the 80.01 per cent interest. Up
to £200 million is receivable in the future if the returns realised by Advent
and Bain exceed certain thresholds. The sale completed on 30 November
2010.
The Royal Bank, in its capacity as holder of a retained interest in the
Global Merchant Services business, also entered into an Investment
Agreement on 6 August 2010 (subsequently amended and restated on 29
November 2010) with Ship Bidco Limited (now WorldPay (UK) Limited),
certain other acquisition vehicles, specified management and funds
operated by Advent International and Bain Capital relating to the
operations of the joint venture company which is the uppermost of the
intermediate acquisition vehicles and the ultimate parent company of
WorldPay (UK) Limited. The interests of the Royal Bank are insufficient to
block major decisions of this joint venture company at the shareholder or
board level.
RBS Group 2010404
Additional information continued