NPC is one of the largest U.S. merchant acquirers providing integrated electronic payment solutions and services targeted exclusively toward the small to medium sized enterprise segment. Headquartered in Louisville, Kentucky, with additional facilities in Houston, Texas and Chicago, Illinois, NPC has a broad distribution network and more than forty years experience in the payments industry.

In 2003, GTCR partnered with Thomas Wimsett, Chairman and CEO of NPC, to build an industry-leading payments processing business. GTCR acquired Retriever Payment Systems in July 2004 and, in September 2006, acquired the Independent Sales Organization (ISO) channel assets of Mr. Wimsett's former company, National Processing, Inc., along with Best Payment Solutions, Inc. from their parent, Bank of America. At closing, the combined businesses were re-branded National Processing Company.

"We are thankful for the efforts of Tom Wimsett and the rest of the NPC management team as they have built this company," said GTCR Principal Collin Roche. "We have enjoyed an outstanding partnership with management, and the new relationship with Fifth Third Processing Solutions represents an exciting new chapter in the NPC story."

"I'd like to thank GTCR for their unwavering support in helping NPC become an industry leading company," said Mr. Wimsett. "We look forward to working with Fifth Third Processing Solutions to continue building on the legacy of our industry-recognized success."

This transaction extends Fifth Third Processing Solutions' ability to provide best-in-class capabilities to its client base and will expand the Company's already strong commitment of providing innovative electronic payment solutions to a more diversified client base that will now include ISOs and agent banks.

The transaction is expected to close in early November. Upon closing, NPC will become a subsidiary of Fifth Third Processing Solutions, LLC which is headquartered in Cincinnati, Ohio and is today one of the payments industry's oldest and largest providers of transaction processing and acceptance solutions for merchants, businesses and financial institutions around the world. Fifth Third Processing Solutions is a joint venture between Advent International and Fifth Third Bank.

BofA Merrill Lynch served as NPC's exclusive financial advisor with Kirkland and Ellis, LLC serving as legal counsel.