First USA Inc. has formed a company to house its merchant services and commercial card operations.

The Dallas-based credit card specialist will sell nearly a fifth of the unit, First USA Paymentech, in a public offering.

The common shares are expected to sell for about $15 apiece. First USA Inc. hopes to bring more than five million shares to market, amounting to about 17% of the company. The sale will take place in late March or early April.

Key employees and certain directors will be invited to purchase an additional 1.5 million shares, equal to 4.6% of the company.

The goal of the new venture is to "foster better recognition of the inherent value of First USA Inc.'s payment processing business," which is the third largest in the nation, said George A. McCane, a company spokesman.

"This will reflect well on their stock prices," said Brett Pope, a research analyst at First Dallas Securities. First USA Inc. shares rose $1.625 on the announcement last Friday, to $44.375. Shares were trading at $46 per share on Wednesday afternoon, up $1.875 on news of strong second quarter earnings, in which net income increased 39% to $58.9 million, or 88 cents per share.

First USA Merchant Services handled nearly $30 billion in sales volume, and approximately 446 million credit card transactions in 1995. President and chief executive, Pamela Patsley, will head the new company.

Dispelling rumors of a spinoff, Mr. McCane said that going public with 21% to 23% of Paymentech would enable the parent company to "retain a substantial interest in that business, which we continue to believe in and treat as a strategic business for First USA Inc."

Many banks have sold their merchant processing businesses over the last several years to avoid the expenditures associated with upgrading technology. The business is most profitable for those with the greatest economies of scale.

Some banks have teamed with First Data Corp.'s CES/Nabanco processing unit, the largest in the country. The alliances, which are profit sharing agreements between the banks and First Data, have enabled the banks to stay in the business by taking advantage of First Data's processing capabilities.

Thomas Facciola, a credit card analyst at Salomon Brothers Inc., said rapid consolidation has been changing the merchant processing landscape, but there are still opportunities for First USA. "It's a technology-driven business, and First USA is one of the best users of technology," he said.

Payment processing companies command higher prices on the market, trading at 33 times projected 1996 earnings, according to Susan L. Roth of Bear, Stearns & Co. She called the initial public offering "another positive move for First USA."

"Right now the (First USA) stock is undervalued," said Mr. Pope. The stock is selling at less than 10 times projected 1996 earnings, even though the business is growing at 25% to 30% yearly. "It's being hurt by poor perception of consumer finance companies in general, because of a rise in the delinquency rate," he said.

"Down the road, making the company independent will highlight its growth potential," said Mr. Facciola.

The capital raised by the sale will be used to repay a $40.6 million debt to First USA Inc. and to expand the profitable merchant processing business through acquisitions.

Mr. Pope said the commercial card business, First USA Financial Services Inc., though not now generating earnings, "could be a big contributor in the future."

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