Cardtronics plc (NASDAQ:CATM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
Indenture
On April4, 2017, in a private placement offering,
Cardtronics,Inc. and Cardtronics USA,Inc. (the
Issuers), which are indirect wholly-owned
subsidiaries of Cardtronics plc (the Company),
completed the issuance and sale (the Offering)
of $300,000,000 aggregate principal amount of 5.50% Senior Notes
due 2025 (the Notes) to Wells Fargo Securities,
LLC and the other initial purchasers (the Initial
Purchasers). The Notes were issued to an indenture,
dated as of April4, 2017 (the Indenture), by and
among the Issuers and the guarantors named therein (the
Guarantors) and Wells Fargo Bank, National
Association, as trustee (the Trustee). The net
proceeds of the Offering were used to repay a portion of the
outstanding borrowings under Cardtronics plcs revolving credit
facility and to pay related costs and expenses.
The Notes and Guarantees (as defined in the Indenture) will be
the general unsecured senior obligations of each of the Issuers
and the Guarantors, respectively, and will rank (i)equally in
right of payment with all of the Issuers and the Guarantors
respective existing and future senior indebtedness and (ii)senior
in right of payment to all of the Issuers and the Guarantors
respective future subordinated indebtedness. The Notes and the
Guarantees will be effectively subordinated to any of the Issuers
and the Guarantors existing and future secured indebtedness to
the extent of the value of the collateral securing such
indebtedness, including all borrowings under the Companys
revolving credit facility. The notes will be structurally
subordinated to all liabilities of any of the Companys
subsidiaries (excluding the Issuers) that do not guarantee the
Notes.
Interest on the Notes will accrue at the rate of 5.50% per annum.
Interest will accrue from April4, 2017. Interest on the Notes
will be payable semi-annually in cash in arrears on May1 and
November1 of each year, commencing on November1, 2017.
The Indenture contains covenants that, among other things, limit
the Issuers ability and the ability of the Company and certain of
its restricted subsidiaries to:
incur or guarantee additional indebtedness;
make certain investments or pay dividends or distributions on
Cardtronics plcs capital stock or repurchase capital stock or
make certain other restricted payments;
consolidate or merge with or into other companies;
conduct asset sales;
restrict dividends or other payments by restricted subsidiaries;
engage in transactions with affiliates or related parties; and
create liens.
These and other covenants that are contained in the Indenture are
subject to important exceptions and qualifications.
On or after May1, 2020, the Issuers may redeem all or part of the
Notes at the following redemption prices, plus accrued and unpaid
interest on the Notes, if any, to, but not including, the
applicable redemption date, if redeemed during the twelve-month
period beginning on May1 of the years indicated below:
|
Year |
Percentage |
||
|
104.125 |
% |
||
|
102.750 |
% |
||
|
101.375 |
% |
||
|
2023 and thereafter |
100.000 |
% |
In addition, at any time prior to May1, 2020, the Issuers may
redeem up to 35% of the aggregate principal amount of the Notes
with the net cash proceeds of certain equity offerings at a
redemption price of 105.5% of the principal amount of the
Notes, plus any accrued and unpaid interest, if any, up to, but
not including, the date of redemption, using the proceeds of
certain equity offerings completed with the preceding 180 days.
The Issuers may make this redemption only if, after the
redemption, at least 65% of the aggregate principal amount of
the Notes issued under the Indenture (including any additional
Notes) remains outstanding.
At any time prior to May1, 2020, the Issuers may redeem the
Notes, in whole or in part, at a redemption price equal to 50%
of the principal amount of the Notes, plus a make-whole
redemption price specified in the Indenture, together with any
accrued and unpaid interest, if any, to, but not including, the
date of such redemption.
Upon the occurrence of a Change of Control (as defined in the
Indenture), unless the Issuers have exercised their optional
redemption right in respect of all of the Notes, the holders of
the Notes will have the right to require the Issuers to
repurchase all or a portion of the Notes at a price not less
than 101% of the principal amount of the Notes, plus any
accrued and unpaid interest, if any, to, but not including, the
date of repurchase.
A copy of the Indenture is filed as Exhibit4.1 hereto and is
incorporated herein by reference. The description of the
Indenture and the Notes contained herein is qualified in
entirety by the full text of such instruments.
Relationships
Some of the Initial Purchasers and their affiliates have
engaged in, and may in the future engage in, investment banking
and other commercial dealings in the ordinary course of
business with the Issuers or their affiliates, including in
connection with vault cash transactions and ATM branding
services. They have received, or may in the future receive,
customary fees and commissions for these transactions.
Affiliates of one or more of the Initial Purchasers are lenders
and/or agents under the Companys revolving credit facility and,
as such, may receive a portion of the net proceeds of the
Offering. Wells Fargo Securities, LLC is an affiliate of Wells
Fargo Bank, National Association, the trustee under the
indentures governing the outstanding 5.125% Senior Notes due
2022, the 1.00% convertible senior notes due December2020 and
the Notes.
Amendment to Amended and Restated Credit
Agreement
On April4, 2017, the Company entered into a fifth amendment
(the Credit Agreement Amendment) to the
Amended and Restated Credit Agreement, dated April24, 2014, by
and among the Company, the other obligors identified on the
pagesthereto, the lenders identified on the pagesthereto,
JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan
Europe Limited, as alternative currency agent, Bank of America,
N.A., as syndication agent, and Wells Fargo Bank, N.A., as
documentation agent (as amended, the Credit
Agreement). The Credit Agreement Amendment adds the
Canadian Imperial Bank of Commerce to the lending group,
adjusts the available borrowing capacity to $400 million,
reinstates an accordion feature that will allow the Company to
increase the available borrowings under the Credit Agreement by
$100 million under certain conditions, and provides for other
administrative amendments.
The foregoing description of the Credit Agreement Amendment
does not purport to be complete and is qualified in its
entirety by reference to the Credit Agreement Amendment, which
is attached hereto as Exhibit4.3 and is incorporated herein by
reference.
|
Item 2.03 |
Creation of Direct Financial Obligation or an |
The information included under the heading Indenture in Item
1.01 of this Current Report on Form8-K is incorporated by
reference into this Item 2.03 of this Current Report on
Form8-K.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
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EXHIBIT |
DESCRIPTION |
|
|
4.1 |
Indenture, dated as of April4, 2017, by and among |
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|
4.2 |
Formof 5.50% Senior Note due 2025 (included in |
|
|
4.3 |
Fifth Amendment to Amended and Restated Credit |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
CARDTRONICS PLC |
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|
By: |
/s/ E.Brad Conrad |
|
|
Name: |
E. Brad Conrad |
|
|
Title: |
Chief Accounting Officer |
|
|
Dated: April5, 2017 |
EXHIBITINDEX
|
EXHIBIT |
DESCRIPTION |
|
|
4.1 |
Indenture, dated as of April4, 2017, by and among |
|
|
4.2 |
Formof 5.50% Senior Note due 2025 (included in |
|
|
4.3 |
Fifth Amendment to Amended and Restated Credit Agreement, |
About Cardtronics plc (NASDAQ:CATM)
Cardtronics PLC, formerly Cardtronics, Inc., is a provider of automated consumer financial services. The Company provides these services through its network of automated teller machines (ATMs) and multi-function financial services kiosks. The Company’s operations consisted of its North America and Europe segments. Its North America segment includes operations in all 50 states, Puerto Rico, Canada and Mexico. Its Europe segment includes its operations in the United Kingdom, Germany and Poland. In the United States, certain of the Company’s devices are multi-function financial services kiosks that, in addition to traditional ATM functions, such as cash dispensing and bank account balance inquiries, perform other consumer financial services, including bill payments, remote deposit capture (which is deposit taking at ATMs using electronic imaging), and money transfers. It also owns and operates the Allpoint network, which is a surcharge-free ATM network within the United States. Cardtronics plc (NASDAQ:CATM) Recent Trading Information
Cardtronics plc (NASDAQ:CATM) closed its last trading session down -0.45 at 45.17 with 288,123 shares trading hands.
