In the News.

RETRIEVER PAYMENT SYSTEMS AND IRON TRIANGLE PAYMENT SYSTEMS ANNOUNCE COMBINATION
Houston, Texas, and Louisville, Kentucky -- January 21, 2005 -- Retriever Payment Systems (“Retriever”) and Iron Triangle Payment Systems, LLC (“ITPS”) are pleased to announce their combination as of January 1, 2005. Retriever is a leading processor of credit card and other point-of-sale payments serving more than 95,000 merchants and processing approximately $8 billion in annual volume. ITPS was formed in 2003 by Tom Wimsett, former president and CEO of National Processing Company (NYSE: NAP), to build a leading provider of transaction processing and payments services.

As a result of the combination, Retriever will become a subsidiary of ITPS. Retriever's existing investors, including CEO Bill Higgins and other members of management, have converted their ownership of Retriever into securities of ITPS. All members of Retriever's existing senior management team will remain with the company, which will continue to operate as Retriever Payment Systems. Both Retriever and ITPS are portfolio companies of GTCR Golder Rauner, LLC, the leading private equity investor in the transaction processing industry.

“We are extremely excited about Retriever's growth opportunities,” stated Wimsett. “Bill Higgins and his team have established Retriever as one of the largest and most respected merchant acquirer sales organizations in the credit card industry. Their recent technology investments, coupled with their unmatched focus on serving and supporting their distribution partners, position Retriever as an outstanding partner for leading independent sales organizations and talented sales people.”

Retriever provides credit card processing and other point-of-sale payment related services to small- and medium-sized merchants, primarily through independent sales groups. The company offers integrated transaction processing support for all major credit cards, as well as ATM/debit cards, EBT (government financial support programs), check conversion, specialty cards, gift cards and loyalty cards. GTCR and Retriever management acquired and recapitalized Retriever in July of 2004 in a $250 million transaction.

“We are also very excited about this transaction,” stated Bill Higgins, president and CEO of Retriever. “I've known Tom for a number of years and witnessed firsthand the integral role he played in creating substantial value for all stakeholders at National Processing. Tom will be instrumental in helping to increase Retriever's distribution network and expand our sales channels.”

GTCR Principal Collin Roche stated, “The combination with ITPS positions Retriever to build on its history of unparalleled service to independent sales groups while also pursuing exciting new growth opportunities. We look forward to continuing our partnership with Tom Wimsett, Bill Higgins and the rest of the senior management team.”

About Retriever
Founded in 1986, Retriever is one of the fastest growing U.S. merchant acquirers and transaction processors, providing payment processing and other related services to small- and medium-sized merchants for credit card, debit card and other payment transactions. Retriever focuses on providing its sales groups with unparalleled focus and support through industry-leading service and technologies. The corporate office, located in Houston, Texas, provides full customer service and support for merchants in all 50 states. For more information, visit www.retrieveronline.com.

About ITPS
Based in Louisville, Kentucky, Iron Triangle Payment Systems, LLC was formed in 2003 to pursue growth and acquisition opportunities in the transaction processing and payment services industry. For more information, visit www.retrieveronline.com.

About GTCR
Golder Rauner, LLC Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $6 billion of equity capital invested in a wide range of companies and industries. More information about GTCR can be found at www.gtcr.com.

--- Press release extracted from Weber Shandwick Worldwide

Wimsett Back in Payments Game, This Time as Buyer
When longtime National Processing Co. chief executive Thomas A. Wimsett was bumped from his job in October, it didn't take long for him to find work: His phone rang that same day with an offer of financial backing to start a buyout firm.His new employer is the private equity firm GTCR Golder Rauner LLC of Chicago, which said it would invest up to $200 million of equity capital to set up Mr. Wimsett in a new company, Iron Triangle Payment Systems LLC, that buys and runs smaller firms specializing in the payments business. Because of a two-year noncompete agreement with National Processing, a subsidiary of the Cleveland banking company National City Corp., Mr. Wimsett will not target merchant processing, his old company's specialty.For now, Mr. Wimsett says he is leaning toward acquiring companies that work in stored value and ACH payment processing, though he said he is keeping an open mind. "What we have found in evaluating many companies is most are really focused on a particular niche and have not built significant scale," he said. "A lot of business models are starting to rely on ACH networks for payment transactions." GTCR itself has invested in several payment processing businesses, including the ATM processor GenPass Inc., the merchant processor TransFirst Holdings Inc., and the payment terminal manufacturer Verifone Inc.Iron Triangle is in Louisville, less than 10 miles from National Processing's headquarters. The name, which Mr. Wimsett came up with, reflects the three groups he says he must answer to: employees, customers, and shareholders. The first hires will be a chief financial officer, a mergers and acquisitions specialist, and a support person for the group.Mr. Wimsett said he will leverage GTCR's $200 million equity infusion with debt, so that he will have between $400 and $600 million to buy companies. "It is a good time for us to be pursuing this approach," he said. "With the economy struggling, a lot of companies out there realize they can't take the business to the next level." He already has several companies targeted, though he would not name them.At National Processing Mr. Wimsett worked his way up from a data-entry job in 1983 to CEO in 1999. His successor, Jon L. Gorney, is also a longtime National City executive.Mr. Wimsett said he had felt it was time to move on. Then came the phone call on his first day of unemployment, from GTCR Golder Rauner principal Collin E. Roche, who suggested that Mr. Wimsett become his own boss.

--- Press release extracted from American Banker , 28 March 2003, by Lavonne Kuykendall

GTCR PARTNERS WITH TOM WIMSETT TO FORM IRON TRIANGLE PAYMENT SYSTEMS
New Company to Pursue Payment Processing Opportunities
Highlights

  • Iron Triangle Payment Systems to pursue growth and acquisition opportunities in transaction processing and payment services
  • Founder Thomas Wimsett, formerly CEO of National Processing, is industry-leading executive
  • GTCR to fund up to $200 million of equity capital to support the company's growth
  • Partnership adds to GTCR's transaction processing and payments industry investment portfolio

Chicago, March 20, 2003 - GTCR Golder Rauner, LLC today announced that it has entered into a partnership with Thomas A. Wimsett and other executives to form Iron Triangle Payment Systems, LLC. The new company will pursue growth and acquisition opportunities in transaction processing and payment services. GTCR plans to invest up to $200 million of equity capital to support management's strategy to grow the company into a leading provider of payment processing services. Wimsett and other directors of the company are actively evaluating numerous acquisition opportunities. The new company will be headquartered in Louisville, Kentucky.

Thomas A. Wimsett is the former President and Chief Executive Officer of National Processing, Inc. (NYSE: NAP). National Processing is the second-largest provider of Visa and MasterCard processing services to merchants. Mr. Wimsett joined National Processing in 1983 as a data entry operator and subsequently progressed through various roles in the company. From 1995 through 1997, Mr. Wimsett served as President of NPC Check Services, and from 1997 to 1999 as the Executive Vice President leading all of merchant services. In this role Mr. Wimsett refocused NPC's merchant business from serving a narrow base of national retailers to providing multifaceted merchant processing services to over 650,000 merchant locations nationwide, through more than 1,500 direct and indirect sales executives. From 1999 until 2002, Mr. Wimsett served as the President and CEO of National Processing. During this time, National Processing sold and/or closed five business lines and twenty operating centers around the world, while simultaneously increasing core revenues by over 60% as profits nearly quadrupled.

In addition to a successful nineteen year career at National Processing, Mr. Wimsett has served as a director of MasterCard's U.S. Region Board and as a director of the Electronic Transaction Association (ETA). He graduated with high honors from the University of Louisville in 1986 and attended graduate school at the University of Texas at El Paso.

"We are thrilled to partner with Tom Wimsett to build a new company in the payment processing arena," commented Collin Roche, a Principal at GTCR. "Tom is an exceptional executive with a well-deserved reputation for operational excellence. We believe that there are numerous attractive, high-growth segments within the payments universe, and we are working aggressively with Tom to identify and pursue the best opportunities."

"After nineteen years at National Processing, I felt the time had come for me to pursue other ambitions," stated Thomas Wimsett. "GTCR has an outstanding reputation for partnering with executives to build world-class companies. Furthermore, as the leading private equity firm in the payments industry, their experience is unmatched. I am honored to have their resources and support behind my goal to build a world-class payment processing company."

Other current transaction processing and payments industry investments of GTCR include Genpass, Risk Management Alternatives, Skylight Financial, Transaction Network Services, TransFirst, TSI Telecommunications Services, and VeriFone.

About Iron Triangle Payment Systems, LLC
Based in Louisville, Kentucky, Iron Triangle Payment Systems was formed to pursue growth and acquisition opportunities in the transaction processing and payment services industry.

About GTCR Golder Rauner, LLC
Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $4 billion of equity capital invested in a wide range of companies and industries. Its primary areas of investment focus include transaction processing and payments services, communication services, information technology services, healthcare services, and outsourced business services. More information about GTCR can be found at www.gtcr.com.

--- Press release extracted from Weber Shandwick Worldwide

Ex-head of NPC hatches venture
Wimsett sees potential in consolidating niches of payment processing
Nearly six months after his unexpected resignation from National Processing Co., former Chief Executive Thomas Wimsett has started his own payment-processing company.

He hopes to build a $1 billion company in three to five years by acquiring existing companies operating in such niche markets as pre-paid cards, and he maintains that he won't be competing directly with his former employer.

"I've always envisioned having my own company," he said. For seed money, Wimsett has teamed up with GTCR Golder Rauner, a Chicago-based private equity investment firm that is pumping up to $200 million into Wimsett's firm, Iron Triangle Payment Systems.

Wimsett said the money, plus a "substantial amount of my own net worth," could be leveraged with debt from various lenders to ultimately provide $400 million to $600 million "that we can go out and use to acquire and build a very significant business."

And, he said, "we're going to acquire businesses with real revenue, real products and services, real customers. This is not a dot-com thing."

Wimsett said he's already been talking with about a half-dozen companies and hopes to make his first acquisition within six months.

"Tom is an exceptional executive with a well-deserved reputation for operational excellence," said Collin Roche, a principal at GTCR. "We believe there are numerous attractive, high-growth segments within the payments universe, and we are working aggressively with Tom to identify and pursue the best opportunities."

Wimsett said he has been familiar with GTCR for some time and that it had contacted him the day after he stepped down at National Processing and started talking about a possible partnership.

After taking about 60 days off to spend more time with his family, Wimsett said , he finally decided to start his own company and to stay in the payments business. He chose GTCR from among 20 equity firms he considered.

For now, Wimsett is working out of an office at 5111 Commerce Crossings Drive near the Snyder Freeway and Preston Highway in southern Jefferson County. He expects to hire a chief financial officer and a mergers - and - acquisitions expert in a couple of weeks, and could have 50 to 100 employees in Louisville in a couple of years, he said.

Regarding the company's name, h e said he chose Iron for strength and Triangle to be symbolic of his three-pronged business philosophy: "If you take care of your employees, your employees will take care of your customers, and satisfied customers will take care of shareholders."

Wimsett, 39, had worked for National Processing — which mainly processes credit-card transactions — for 19 years until he resigned at the end of September. He was CEO for about three years and was credited for narrowing the company's focus to its core card-transaction business.

In leaving NPC, Wimsett agreed to a two-year noncompete clause, which he said he will honor.

"About 95 percent of their revenues are derived from the merchant business; we're not involved in merchant business," he said. "I'm very cognizant of the markets they're in and have no intention of competing with NPC. There's about 18 months left on my noncompete, and I have no intention of violating that."

National Processing had no comment on Wimsett's new venture.

In building his company, Wimsett said , he's especially interested in stored-value cards, "a market where no one has established a significant leadership position" and where there are several niches.

In essence, a stored-value card is a prepaid payment card that stores a monetary value from which purchases — of gasoline, phone calls and gifts, for example — are deducted from the card each time it is used. It's also called a chip card or smart card.

Wimsett also wants to explore automated clearinghouse transactions, which involve the electronic transfer of funds among financial institutions, such as direct deposit or monthly recurring payments for utility, cable-TV or similar bills.

"It's a very competitive market," said Wimsett, whose competitors will include First Data Corp., one of the nation's leading companies involved in the electronic transfer of money. "But these are good businesses with good growth, because you have recurring revenue streams and long-term contracts."

Wimsett also received some guidance from Greater Louisville Inc. — the Metro Chamber of Commerce. Spokesman Mike Bosc noted that the GTCR package is more than double the $91 million round of financing provided in 2000 for Darwin Networks, which at the time was thought to be the largest venture-capital package ever in Kentucky. Darwin was a Louisville-based Internet-access provider that later went bankrupt and is now defunct.

GTCR manages more than $4 billion invested in about 60 companies. Its primary focus es include transaction processing and payments services, communication services, information technology services, health - care services and outsourced business services.

Its strategy has been to identify and partner with highly regarded executives to build companies through acquisitions and internal growth.

Iron Triangle is GTCR's first venture into Kentucky, Roche said. Its other investments include Genpass, Risk Management Alternatives, Skylight Financial, Transaction Network Services, TransFirst, TSI Telecommunications Services and VeriFone.

--- Press release extracted from Business, Courier Journal, Louisville, Kentucky

Former NPC chief starts processing venture
Thomas Wimsett, former president and CEO of Louisville's National Processing Inc., is using a $200 million investment from a Chicago-based private-equity firm to start a financial-processing and payment-services company called Iron Triangle Payment Systems LLC.

The company has no customers or employees, but with the $200 million investment from GTCR Golden Rauner LLC, the new company is poised to quickly become a "major player" in the financial-processing industry by acquiring a number of related businesses, Wimsett said.

Wimsett, who resigned from his positions at National Processing in September, has traveled across the United States evaluating companies that would fit into his business plan.

He declined to identify any of the companies he has approached but said he is in "various stages of negotiations" with a number of companies.

Wimsett, a minority owner in the venture, said he plans to leverage GTCR's initial investment to borrow between $200 million and $400 million for acquisitions.

"Right now, we don't have any products or any services," Wimsett said. "What we have is a corporation that we have formed and that we have funded and a small team of executives that I'll be looking to bring on board over the next couple of weeks.

"With the capital we have access to, the plan is to grow to something of significant size in a short time," he added.

Wimsett added that he has an agreement with National Processing that prevents him from working for a competitor in the merchant-processing business.

Wimsett's new venture will focus on providing services in areas such as automated clearinghouse (ACH) processing, stored-value cards and business-process outsourcing of payments for the health care industry.

ACH is a financial system used to provide electronic services such as e-checks, automated payments and direct deposit of wages. Stored-value cards are used for a variety of customer-loyalty programs and pre-paid services, and business process outsourcing involves a number of services provided to businesses, including transaction processing and payment services.

Officials with National Processing and National City Corp. could not be reached to provide details of the noncompete agreement. But Jon Gorney, Wimsett's successor, said during a conference call in October that the noncompete agreement with Wimsett is in place for two years.

Wimsett said he expects to add a chief financial officer and a mergers and acquisitions expert to help him seek processing companies that Iron Triangle can purchase, but he declined to say who any of the other employees will be.

Collin Rouche, a principal at GTCR, said in a news release that he is thrilled to partner with Wimsett to start a payment-processing company.

"Tom is an exceptional executive with a well-deserved reputation for operational excellence," Roche said in the release. "We believe that there are numerous attractive, high-growth segments within the payments universe, and we are working aggressively with Tom to identify and pursue the best opportunities."

--- Press release extracted from Business First , The Weekly Business Newspaper of Greater Louisville