Cardtronics Announces Tender Offer and Consent Solicitation for Its 9 1/4% Senior Notes Due 2013
August 12 2010 - 9:15AM
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be validly withdrawn and consents may be validly revoked until the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Notes validly tendered and not validly withdrawn prior to the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 (U.S. 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.
CONTACT: Cardtronics, Inc.
Investors:
Chris Brewster, Chief Financial Officer
832-308-4128
cbrewster@cardtronics.com
Media:
Joel Antonini, Vice President - Marketing
832-308-4131
joel.antonini@cardtronics.com
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