Total System Services, Inc. (NYSE:TSS) entered into an agreement to acquire Cayan LLC from Parthenon Investors IV, L.P. managed by Parthenon Capital Partners and others for $1.1 billion on December 16, 2017. Under the terms, Total System will acquire Cayan in an all cash transaction valued at $1.05 billion. The purchase price is subject to certain adjustments. At the time of closing, an enterprise value adjusted by cash, working capital and indebtedness minus an expense holdback amount of $3 million and an escrow adjustment of $0.15 million will be paid. Total System Services entered into a commitment letter with Bank of America N.A. to provide a $450 million two-year, bilateral loan facility to finance the transaction. Post-acquisition, Cayan LLC will continue to be led by its founder and Chief Executive Officer Henry Helgeson. The transaction is subject to customary conditions, including regulatory approvals and the expiration or termination of the applicable antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976. The transaction is not subject to a financing condition. The transaction has been approved by the Board of Directors of Total System Services. As of January 9, 2018, FTC granted the early termination notice. The deal is expected to close in the first quarter of 2018. The transaction is expected to be modestly accretive to Total System Services' net revenue growth and adjusted diluted EPS in the first full year post closing. Total System Services also expects to realize a meaningful cash tax benefit as a result of the transaction. Bank of America Merrill Lynch and Scott Bok and James Babski of Greenhill & Co., LLC acted as financial advisors and Chris Baugher, Ian Calhoun, Scott Harty, Justin Howard, Blake MacKay, John Snyder, George Taulbee, Brett Coburn, Sarah Hess Mackenzie and Meredith Gage of Alston & Bird LLP acted as legal advisor to Total System Services. Steve McLaughlin and team of Financial Technology Partners LP and FTP Securities LLC acted as financial advisors to Cayan LLC. Jeffrey Seifman, Benjamin Clinger, Joseph Halloum, Travis Distaso, Sergio Broholm, Phillip Castagnozzi Bush, Brian Tweedie, Tom Evans, Alison Skaife, Melissa Grim, Adria Crowe, Emily Morrison, Andy Barton, Matt Shiels, Laura Gallo, Edward Holzwanger, John Lynn, Sarah Schaedler, John Caruso, Alexandra Farmer, Aaron Newell, Michael Thorpe, Kelsey Laugel, Mario Mancuso, Luci Hague and Edwin del Hierro of Kirkland & Ellis LLP acted as legal advisor to Cayan LLC and Parthenon Capital Partners. Orrick, Herrington & Sutcliffe LLP acted as legal advisor to Cayan LLC. Cleary Gottlieb Steen & Hamilton acted as legal advisor to the financial Advisor of acquiror. Jeff Gido and Avinash Mehrotra of The Goldman Sachs Group, Inc. (NYSE:GS) acted as a financial advisor to Total System Services, Inc. (NYSE:TSS). Total System Services, Inc. (NYSE:TSS) completed the acquisition of Cayan LLC from Parthenon Investors IV, L.P. managed by Parthenon Capital Partners and others on January 11, 2018. Cayan’s Co-Founder and Chief Executive Officer, Henry Helgeson, will serve as President of Cayan, reporting to Philip McHugh, Senior Executive Vice President and President, Merchant Solutions, Total System Services.