Current Report Filing (8-k)
April 11 2019 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2019 (April 5, 2019)
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25346
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47-0772104
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3520 Kraft Rd, Suite 300
Naples, FL 34105
(Address
of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (239)
403-4600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On April 5, 2019, ACI Worldwide, Inc. (
ACIW
) entered into an amendment agreement (the
Amendment
)
with ACI Worldwide Corp. (
ACIW Corp.
), Official Payments Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders, to amend and restate its Credit Agreement, dated as of
February 24, 2017.
The Amendment, among other things: (1) permits ACIW and ACIW Corp. to borrow up to $500 million in the
form of delayed draw term loans; (2) extends the revolver and term loan maturity date from February 24, 2022 to April 5, 2024; (3) makes certain changes necessary to permit the consummation of ACIWs previously announced
acquisition of Speedpay, the U.S. bill pay business of Western Union Company (the
Acquisition
); and (4) increases the maximum consolidated senior secured net leverage ratio covenant from 3.50:1.00 to 3.75:1.00 after the
closing date of the Acquisition.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference
to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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See Item 1.01
Entry into a Material Definitive Agreement above.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
*
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ACIW has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation
S-K.
The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to ACIW.
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SIGNATURES
Pursuant 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.
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ACI WORLDWIDE, INC.
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By:
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/s/ Scott W. Behrens
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Name:
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Scott W. Behrens
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Title:
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Senior Executive Vice President,
Chief
Financial Officer and Chief
Accounting Officer
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Date: April 11, 2019
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