Cardtronics plc (NASDAQ:CATM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
On January3, 2017, Cardtronics plc, a public limited company
organized under English law (the Company), entered into a fourth
amendment (the Credit Agreement Amendment) to the Amended and
Restated Credit Agreement, dated April24, 2014, among the
Company, the other Obligors party thereto, the lenders party
thereto (the Lenders), 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). to the Credit Agreement Amendment, the total
commitments of the Lenders under the revolving credit facility
that are provided by the Credit Agreement were increased from
$375 million to $600 million. Following the increase in the
amount of the total commitments, as described above, the
accordion provision under the Credit Agreement to increase the
Lenders commitments was removed.
Borrowings under the Credit Agreement were used to fund the
majority of the purchase price for the previously announced
acquisition of DirectCash Payments Inc., a corporation organized
under the laws of the Province of Alberta (DCP), as described in
Item 2.01 of this Current Report on Form8-K (the Acquisition).
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 as
Exhibit10.1 to this Current Report on Form8-K and incorporated by
Item 2.01 Completion of Acquisition or
Disposition of Assets.
On January6, 2017, Cardtronics Holdings Limited, a private
company incorporated under English law and a wholly owned
subsidiary of the Company (Cardtronics Holdings), completed the
Acquisition to the terms and conditions of the previously
announced Arrangement Agreement, dated October3, 2016, between
Cardtronics Holdings and DCP. The Acquisition was effected by
means of a statutory plan of arrangement under the Business
Corporations Act (Alberta). As part of the plan of arrangement, a
newly formed wholly-owned subsidiary of Cardtronics Holdings
acquired all of the issued and outstanding common shares of DCP
and DCP became a wholly-owned indirect subsidiary of the Company.
In connection with the closing of the Acquisition, each holder of
DCP common shares received consideration equal to CAD $19.00 in
cash per DCP common share held and the Company repaid third party
indebtedness of DCP, the combined aggregate of which represented
a total transaction value of approximately $464 million in U.S.
dollars, net of estimated cash acquired and excluding
transaction-related costs. The Company funded the Acquisition
using cash on hand and borrowings under the Credit Agreement as
discussed in Item 1.01 of this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on
Form8-K is hereby incorporated by reference herein.
Item 8.01 Other Events.
On January6, 2017, the Company issued a press release announcing
the completion of the Acquisition. The press release is attached
as Exhibit99.1 to this Current Report on Form8-K and incorporated
by reference herein.
Item9.01 Financial Statements and
(a) Financial Statements of Businesses Acquired
The financial statements required by this Item 9.01 with respect
to the Acquisition described in Item 2.01 of this Current Report
on Form8-K will be filed as an amendment to this report as soon
as practicable and, in any event, not later than 71 days after
the date on which this Current Report on Form8-K is required to
be filed to Item 2.01 of Form8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 9.01
with respect to the Acquisition described in Item 2.01 of this
Current Report on Form8-K will be filed as an amendment to this
report as soon as practicable and, in any event, not later than
71 days after the date on which this Current Report on Form8-K
is required to be filed to Item 2.01 of Form8-K.
Fourth Amendment to Amended and Restated Credit
Press Release dated January6, 2017.
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 -0.15 at 54.32 with 288,123 shares trading hands.