Attached files
file | filename |
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8-K - FORM 8-K - CARDTRONICS INC | h75386e8vk.htm |
EX-1.1 - EX-1.1 - CARDTRONICS INC | h75386exv1w1.htm |
EX-12.1 - EX-12.1 - CARDTRONICS INC | h75386exv12w1.htm |
EX-99.4 - EX-99.4 - CARDTRONICS INC | h75386exv99w4.htm |
EX-99.3 - EX-99.3 - CARDTRONICS INC | h75386exv99w3.htm |
EX-99.5 - EX-99.5 - CARDTRONICS INC | h75386exv99w5.htm |
EX-99.1 - EX-99.1 - CARDTRONICS INC | h75386exv99w1.htm |
Exhibit 99.2
Cardtronics Announces Tender Offer and Consent Solicitation for Its 9 1/4% Senior Notes Due
2013
Cardtronics, Inc. (NASDAQ: CATM) announced today that it has commenced a cash tender offer (the
Offer) for any and all of the $200 million aggregate principal amount outstanding of its 9 1/4%
senior subordinated notes due 2013 (CUSIP No. 14161HAB4) (the Notes) and a solicitation of
consents to certain proposed amendments to the indenture governing the Notes (the Indenture).
The Offer is scheduled to expire at 11:59 p.m., New York City time, on September 9, 2010, unless
extended or earlier terminated (the Expiration Time). Holders who validly tender their Notes and
provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on
August 25, 2010, unless extended (the Consent Expiration) will be eligible to receive the Total
Consideration (as defined below). Tenders of Notes may be validly withdrawn and consents may be
validly revoked until the Withdrawal Time (defined below).
The Total Consideration for each $1,000 principal amount of Notes validly tendered and not
validly withdrawn prior to the Consent Expiration is $1,025.63. The Tender Offer Consideration
for each $1,000 principal amount of Notes is $1,000.63. The Tender Offer Consideration is the Total
Consideration minus the Consent Payment of $25.00 per $1,000 principal amount of Notes. Holders
tendering after the Consent Expiration will be eligible to receive only the Tender Offer
Consideration. Holders whose Notes are purchased in the Tender Offer will also receive accrued and
unpaid interest from the most recent interest payment date for the Notes to, but not including, the
applicable payment date. Holders who validly tender their Notes before the Consent Expiration will
be eligible to receive payment on the initial payment date, which is expected to be on or about
August 26, 2010, and holders tendering after the Consent Expiration and prior to the Expiration
Time will be eligible to receive payment on the final payment date which is expected to be
September 10, 2010.
In connection with the tender offer, Cardtronics is soliciting consents to certain proposed
amendments to eliminate substantially all of the restrictive covenants and certain events of
default in the Indenture. Cardtronics is offering to make a consent payment (which is included in
the Total Consideration described above) of $25.00 per $1,000 principal amount of Notes to holders
who validly tender their Notes and deliver their consents prior to the Consent Expiration. Holders
may not tender their Notes without delivering consents or deliver consents without tendering their
Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration.
Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time,
on August 25, 2010 (the Withdrawal Time), but generally not afterwards. Any extension, delay,
termination or amendment of the Offer will be followed as promptly as practicable by a public
announcement thereof.
The Offer is subject to the satisfaction of certain conditions including: (1) receipt of consents
to the amendments of the Indenture from holders of a majority in principal amount of the
outstanding Notes, (2) execution of a supplemental indenture effecting the amendments, (3)
consummation of a new capital markets debt financing raising proceeds in an amount sufficient,
together with other cash on hand and borrowings available under our revolving credit facility, to
fund the tender and (4) certain other customary conditions.
The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent
Solicitation Statement dated August 12, 2010, copies of which may be obtained from D.F. King & Co.,
Inc., the depositary and information agent for the Offer, at (800) 431-9643 (US toll free) or, for
banks and brokers, (212) 269-5550.
Cardtronics has engaged BofA Merrill Lynch to act as the exclusive dealer manager and solicitation
agent in connection with the Offer. Questions regarding the terms of the Offer may be directed to
BofA Merrill Lynch, Debt Advisory Services, at (888) 292-0070 (US toll-free) and (980) 388-9217
(collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. The Offer is being made solely by the
Offer to Purchase and Consent Solicitation Statement dated August 12, 2010.
ABOUT CARDTRONICS
Cardtronics, headquartered in Houston, Texas, provides automated consumer financial services
through its network of ATMs and multi-function financial services kiosks throughout the United
States, the United Kingdom and Mexico.
The Cardtronics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=991.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release are forward-looking and are based upon Cardtronics
current belief as to the outcome and timing of future events. All statements, other than statements
of historical facts, that address activities that Cardtronics plans, expects, believes, projects,
estimates or anticipates will, should or may occur in the future, including future capital
expenditures and future financial or operating results, are forward-looking statements. Important
factors that could cause actual results to differ materially from those in the forward-looking
statements herein include the timing and extent of changes in operating risks, liquidity risks,
legislative developments and other risk factors and known trends and uncertainties as described in
Cardtronics Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC.
Should one or more of these risks or uncertainties occur, or should underlying assumptions prove
incorrect, Cardtronics actual results and plans could differ materially from those expressed in
the forward-looking statements. Cardtronics undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time.