Cardtronics Inc - Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
December 10 2007 - 10:06AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Dated December 10, 2007
Registration Statement No. 333-145929
Cardtronics, Inc.
12,000,000 Shares
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Issuer:
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Cardtronics, Inc.
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Price Range:
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$10.00 to $11.00. This represents a
decrease from the price range of
$14.00 to $16.00 indicated in the
preliminary prospectus dated
November 26, 2007 relating to these
securities (the Preliminary
Prospectus). Please see Post Effective Amendment
No. 1 to the Registration Statement
(No. 333-145929), filed with the
Securities and Exchange Commission
on December 10, 2007 (Post Effective Amendment No.
1), which reflects the changes that
resulted from the decrease in the
price range and from the below
described change in the number of
shares offered.
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Common Stock Offered:
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12,000,000 shares to be offered by
the Issuer. This represents a
decrease from the 16,666,667 shares
of the total number of shares
offered, and an increase from the
8,333,333 shares offered by the
Issuer, as indicated in the
Preliminary Prospectus. Existing
stockholders will not participate in
the offering other than the
over-allotment option as set forth
below.
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Over-Allotment Option:
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1,800,000 shares to be offered by
certain stockholders. This
represents a decrease from the
2,500,000 shares indicated in the
Preliminary Prospectus.
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Common Stock Outstanding After
the Offering:
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38,514,125 shares of common stock
will be outstanding after the
completion of the offering, compared
to 34,909,608 shares of common stock
as indicated in the Preliminary
Prospectus. This increase is due primarily to the increased number of shares of common stock to be issued and sold by the Issuer.
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Estimated Net Proceeds and Use of
Proceeds:
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As a result of the decrease in the
price range and an increase in
number of shares offered by the
Issuer, the estimated net proceeds
will change from approximately
$114.8 million to approximately
$115.7 million based on an assumed
public offering price of $10.50 per
share (the mid-point of the new
price range). A $0.50 increase or
decrease in the assumed initial public offering price of $10.50 per
share would increase or
decrease the net proceeds to us from
this offering by approximately $5.6
million. The intended use of
proceeds remains to repay indebtedness existing under our credit
facility (approximately $105.6 million as of September 30,
2007) with the balance to be used for general corporate purposes.
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Summary Historical Consolidated and
Pro Forma Financial and Operating
Data:
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As a result of the decrease in the
estimated price range and an
increase in the number of shares
offered by the Issuer, the pro forma
share and per share data and the As
Adjusted column of the balance
sheet data in the Summary
Historical Consolidated and Pro
Forma Financial and Operating Data
section on page 12 of the
Preliminary Prospectus have been
revised to reflect the adjustment to the assumed stock split
applicable to existing common shares.
Please see page 12 of Post Effective Amendment No.
1.
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Capitalization:
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As a result of the decrease in the
estimated price range and an
increase in the number of shares
offered by the Issuer, the As
Adjusted column of the table in the
Capitalization section on page 36
of the Preliminary Prospectus has
been revised to reflect the increase
in the net proceeds from the
offering and an increase in the
number of shares outstanding after
the offering. Please see page 36 of Post Effective Amendment No. 1.
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Dilution:
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The pro forma
numbers in the Dilution section
on pages 38-39 of the Preliminary
Prospectus have been revised to
reflect the increase in the net
proceeds from the offering and the effects on the conversion of the
Series B Convertible Preferred Stock and the assumed stock split
applicable to existing common shares as a result of the decrease in
the price range and the increase in the number of shares offered by
the Issuer. Please
see pages 38-39 of Post Effective Amendment No. 1.
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Selected Historical Consolidated
Financial and Operating Data:
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As a result of the decrease in the
estimated price range and an
increase in the number of shares
offered by the Issuer, the pro forma
share and per share data on page 41 and the pro forma net income
(loss) per common share data on page 43 of the
Preliminary Prospectus has been
revised to reflect the adjustment to the assumed stock split
applicable to existing common shares.
Please see pages 41 and 43 of Post Effective Amendment
No. 1.
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Unaudited Pro Forma Condensed
Consolidated Financial Statements:
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As a result of the decrease in the
estimated price range and an
increase in the number of shares
offered by the Issuer, the pro forma
share and per share data price on pages 47-48 of the
Preliminary Prospectus has been
revised to reflect the adjustment to the assumed stock split
applicable to existing common shares.
Please see pages 47-48 of Post Effective Amendment
No. 1.
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Net
Income (Loss) Available to Common Shareholders:
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Our Series B Convertible
Preferred Stock will convert
into shares of our common stock immediately prior to our initial public offering.
The conversion formula, when applied to the mid-point of the price
range, will provide for TA
Associates receiving incremental shares, resulting in a different
allocation of shares among existing shareholders. As a result of this conversion and based on the
mid-point of the price range, we will recognize for accounting
purposes a one-time non-cash reduction in net income (loss) available
to common
stockholders of approximately $33 million for the reporting
period in which this offering is completed. Post Effective Amendment
No. 1 contains a revised risk factor describing the impact of this change
as well as revisions to the notes to our pro forma financial
statements.
Please see page 16, footnote (8) on page 53, and page F-20 of Post
Effective Amendment No. 1.
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Certain Relationships and Related
Party Transaction:
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In connection with this offering,
the terms of the Series B
Convertible Preferred Stock held by
the TA Funds have been amended so
that at the mid-point of the
estimated price range, the shares of
common stock held by the TA Funds
will represent 44.5% of the Issuers
pre-IPO outstanding shares of common
stock. To the extent the initial public offering
price per share is above or below the mid-point
of the range, the total number of
outstanding shares of common stock
reflected in the prospectus will not
change, but will result in a different allocation of shares among
existing stockholders including the TA Funds. Please see page 142 of
Post Effective Amendment No. 1.
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Unaudited Interim Condensed
Consolidated Financial Statements
and Annual Financial Statements:
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As a result of the decrease in the
estimated price range and an
increase in the number of shares
offered by the Issuer, the pro forma
share and per share data on pages F-11 and F-12 of
Unaudited Interim Condensed
Consolidated Financial Statements
and pages F-57 and F-58 of Annual
Financial Statements have been
revised to reflect the adjustment to the assumed stock split
applicable to existing common shares.
Please see pages F-11, F-12, F-57 and F-58 of Post Effective Amendment
No. 1.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send to you the prospectus if you request it by
contacting Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One, Jersey
City, New Jersey 07311, by telephone at 1-800-503-4611 or by e-mailing
prospectusrequest@list.db.com; William Blair & Company, L.L.C., 222 West Adams Street, Chicago,
Illinois 60606, by telephone at 1-800-621-0687 (x8835); or Banc of America Securities LLC, Capital Markets Operations,
100 West 33rd Street, 3rd Floor, New York, NY 10001, by telephone at 1-800-294-1322 or by e-mailing
dg.prospectus_distribution@bofasecurities.com.
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