Cardtronicsplc (NASDAQ:CATM) Files An 8-K Regulation FD Disclosure

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Cardtronicsplc (NASDAQ:CATM) Files An 8-K Regulation FD Disclosure

Item7.01RegulationFD Disclosure.

On March30, 2017, Cardtronicsplc (the “Company”) announced the
offering of $300.0million aggregate principal amount of senior
notes due 2025 (the “Notes Offering”) by Cardtronics,Inc. and
Cardtronics USA,Inc. (each an indirect, wholly-owned subsidiary
of the Company).

In addition, the Company hereby furnishes certain financial
information related to DirectCash PaymentsULC (“DCP”) as
Exhibit99.1 to this Current Report on Form8-K which such
information is incorporated by reference herein.

On January31, 2017, the Company completed the acquisition of
Spark ATM Systems (Pty)Ltd. (“Spark”), an independent ATM
deployer in South Africa with a growing network of approximately
2,600 ATMs.The agreed purchase consideration included initial
cash consideration, paid at closing, of 200million South African
Rand (using the applicable conversion rate on January31, 2017,
approximately $15.0million), excluding amounts used to pay off
third-party debt, and potential additional contingent
consideration of up to 805million South African Rand (using the
applicable conversion rate on January31, 2017, approximately
$60.5million). The additional purchase consideration is
contingent upon Spark achieving certain agreed upon earnings
targets in 2019 and 2020.

The following table sets forth the Company and its subsidiaries’
consolidated cash and cash equivalents and consolidated
capitalization as of December31, 2016:

on an actual basis; and
on an as adjusted basis to give effect to the Notes Offering,
the use of proceeds therefrom to repay approximately
$294.5million of borrowings under the Company’s revolving
credit facility and the acquisition of DCP.

This table is derived from, and it should be read in conjunction
with and is qualified in its entirety by reference to, the
Company’s audited consolidated financial statements and related
notes thereto included in its 2016 Annual Report on Form10-K.



As of December31, 2016
Historical As Adjusted
(unaudited)
(In thousands)

Cash and cash equivalents(1)

$ 73,534 $ 49,059



Long-term debt:

Revolving credit facility, including swingline credit
facility(2)(3)

$ 14,100 $ 189,600

2022 Notes, net of capitalized debt issuance
costs(4)

247,371 247,371

Convertible Notes, net of unamortized discount and
capitalized debt issuance costs(5)

241,068 241,068

Senior notes offered in the Notes Offering, net of
estimated capitalized debt issuance costs(6)

294,500

Total long-term debt

$ 502,539 $ 972,539

Shareholders’ equity:

Ordinary shares, $0.01 nominal value; 45,326,430 issued
and outstanding as of December31, 2016

Additional paid-in capital

311,041 311,041

Accumulated other comprehensive loss, net

(107,135 ) (107,135 )

Retained earnings

252,656 252,656

Total parent shareholders’ equity

457,015 457,015

Noncontrolling interests

(80 ) (80 )

Total shareholders’ equity

$ 456,935 $ 456,935

Total capitalization

$ 959,474 $ 1,429,474




(1)
Reflects payment of approximately $24.5million in cash used
to fund the acquisition of DCP, including related fees and
expenses.
(2)
Reflects net change from $470.0million drawn on the revolving
credit facility to fund the acquisition of DCP and the
repayment of approximately $294.5million of such borrowings
with the net proceeds of the Notes Offering.
(3)
As of December31, 2016, the Company had $14.1million of
borrowings outstanding under its revolving credit facility
and $360.9million in availability thereunder. In the ordinary
course of business the Company and its subsidiaries borrow
under the revolving credit facility in connection with
operations and repay borrowings under the revolving credit
facility with cash on hand, and the amount of outstanding
borrowings under the credit facility as of March30, 2017 may
differ from the amount listed on the above table. As of
March24, 2017, the Company had $509.9million of borrowings
(including $470.0million to fund the acquisition of DCP)
outstanding under the revolving credit facility and
$90.1million in availability thereunder.
(4)
As of December31, 2016, the outstanding principal amount of
the 5.125% Senior Notes due 2022 of Cardtronics,Inc. (the
“2022 Notes”) totaled $250.0million and had a fair value of
$253.9million. The carrying amount of the 2022 Notes was
$247.4million, net of capitalized debt issuance costs of
$2.6million at December31, 2016.
(5)
As of December31, 2016, the outstanding principal amount of
the 1.00% Convertible Senior Notes of Cardtronics,Inc. (the
“Convertible Notes”) totaled $287.5million and had a fair
value of $338.2million. The carrying amount of the
Convertible Notes was

$241.1million, net of unamortized discount and capitalized
debt issuance costs of $46.4million at December31, 2016.

(6)
Reflects $300.0million aggregate principal amount of notes
offered in the Notes Offering less estimated capitalized debt
issuance costs of $5.5million.

In addition, a copy of the following audited consolidated
financial statements of DirectCash PaymentsULC are furnished
hereby and attached as Exhibit99.2 to this Current Report on
Form8-K and are incorporated by reference herein.

Report of Independent Auditors to the Board of Directors of
DirectCash PaymentsULC by KPMGLLP
Consolidated Statements of Financial Position as of
December31, 2016 and December31, 2015
Consolidated Statements of Operations and Comprehensive
Income (Loss) for the years ended December31, 2016 and
December31, 2015
Consolidated Statements of Cash Flows for the years ended
December31, 2016 and December31, 2015
Consolidated Statements of Changes in Equity for the years
ended December31, 2016 and December31, 2015
Notes to the Consolidated Financial Statements

In accordance with General InstructionB.2 of Form8-K, the
information furnished to Item7.01 shall not be deemed to be
“filed” for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing. The information furnished to Item7.01 shall not
be deemed an admission as to the materiality of any information
in this report on Form8-K that is required to be disclosed solely
to satisfy the requirements of RegulationFD.

Item8.01Other Events.

On March30, 2017, the Company issued a press release announcing
the offering of $300.0million aggregate principal amount of
senior notes due 2025 by Cardtronics, Inc. and CardtronicsUSA,
Inc. (each an indirect, wholly-owned subsidiary of the Company).
A copy of the press release is filed as Exhibit99.3 to this
Current Report on Form8-K.

Item9.01.Financial Statements and Exhibits.

(d)
Exhibits.


Exhibit Number Description of the Exhibit
99.1 DirectCash PaymentsULC Non-GAAP Reconciliation.
99.2 Consolidated Financial Statements of DirectCash
PaymentsULC as of and for the years ended December31,
2016 and December31, 2015.
99.3 Press release, dated March30, 2017, announcing the launch
of the Notes Offering.




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.



Cardtronicsplc
By: /s/E. BRAD CONRAD Name:E. Brad Conrad Title:Chief
Accounting Officer

Dated: March30, 2017




EXHIBIT INDEX



Exhibit Number Description of the Exhibit
99.1 DirectCash PaymentsULC Non-GAAP Reconciliation.
99.2 Consolidated Financial Statements of DirectCash
PaymentsULC as of and for the years ended December31,
2016 and December31, 2015.
99.3 Press release, dated March30, 2017, announcing the launch
of the Notes Offering.

QuickLinks

Item 7.01 Regulation FD Disclosure. Item 8.01 Other Events. Item
9.01. Financial Statements and Exhibits.


About Cardtronics plc (NASDAQ:CATM)

Cardtronics plc, formerly Cardtronics, Inc., provides automated consumer financial services through its network of automated teller machines (ATMS) and multi-function financial services kiosks. The Company’s operations consists of its North America, Europe, and Corporate & Other segments. Its ATM operations in the United States, Canada, Mexico and Puerto Rico are included in its North America segment. Its ATM operations in the United Kingdom, Ireland, Germany, Poland, Spain and i-design are included in its Europe segment. Its transaction processing operations, which service its North American and European operations, along with external customers, and the Company’s corporate general and administrative functions comprise the Corporate & Other segment. As of December 31, 2016, it provided services to approximately 203,000 ATMs throughout the United States (including the United States territory of Puerto Rico), the United Kingdom, Ireland, Germany, Poland, Spain, Canada and Mexico.

Cardtronics plc (NASDAQ:CATM) Recent Trading Information

Cardtronics plc (NASDAQ:CATM) closed its last trading session 00.00 at 46.12 with 288,123 shares trading hands.