Heartland Payment Systems in $140 Million IPO

August 16, 2005

Cleary Gottlieb represented the underwriters, including sole bookrunning manager Citigroup Global Markets Inc. and lead manager Credit Suisse First Boston LLC, in the $140 million initial public offering of 7.8 million shares of common stock by Heartland Payment Systems, Inc. The shares will be traded on the New York Stock Exchange.

Heartland provides bank card-based payment processing services to small-and medium-sized merchants in the United States. It facilitates the exchange of information and funds between merchants and cardholders’ financial institutions, providing end-to-end electronic payment processing services to merchants. This includes merchant set-up and training; transaction authorization and electronic draft capture; clearing and settlement; merchant accounting; merchant assistance; and support and risk management.