Cardtronics Announces Results to Date of Tender Offer and Consent Solicitation for Its 9 1/4% Senior Subordinated Notes Due 2013
August 26 2010 - 9:00AM
Cardtronics, Inc. (Nasdaq:CATM) today announced it had received, as
of 5:00 p.m., New York City time, on August 25, 2010 (the "Consent
Expiration"), tenders and consents from holders of approximately
$97.6 million of the $200 million aggregate principal amount of its
outstanding 9 ¼% Senior Subordinated Notes due 2013 (the "Notes")
in connection with its previously announced tender offer and
consent solicitation for the Notes, which commenced on August 12,
2010 and is described in the Offer to Purchase and Consent
Solicitation Statement dated August 12, 2010 (the "Offer to
Purchase").
Cardtronics' obligation to accept for purchase, and to pay for,
any Notes pursuant to the tender offer is subject to a number of
conditions that are set forth in the Offer to Purchase, including
(i) the closing today of Cardtronics' previously-announced public
offering of $200 million aggregate principal amount of 8 ¼% Senior
Subordinated Notes due 2018 and (ii) the execution of a
supplemental indenture implementing certain proposed amendments.
Subject to the satisfaction or waiver of these conditions, later
today all Holders who validly tendered (and did not validly
withdraw) their Notes prior to the Consent Expiration will receive
total consideration equal to $1,025.63 per $1,000 principal amount
of the Notes, which includes a consent payment of $25.00 per $1,000
principal amount of the Notes, plus accrued and unpaid interest on
the Notes up to, but not including, the payment date. Because
the requisite consents were not received, Cardtronics intends to
waive the requirement to execute a supplemental indenture prior to
its acceptance of the Notes.
Holders who tender (and do not validly withdraw) their Notes
after the Consent Expiration and prior to the expiration of the
tender offer, will be entitled to receive consideration equal to
$1,000.63 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the payment date. Holders of Notes tendered after the Consent
Expiration will not receive a consent payment. The tender offer
will expire at 11:59 a.m., New York City time, on September 9,
2010, unless extended by Cardtronics.
The complete terms and conditions of the tender offer are
described in the Offer to Purchase, copies of which may be obtained
from D.F. King & Co., Inc., the depositary and information
agent, at (800) 431-9643 (U.S. 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 tender offer. Questions regarding the terms of the tender 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 press release does not constitute an offer to purchase the
Notes or a solicitation of consents to amend the related indenture.
The tender offer is made solely pursuant to the Offer to Purchase.
The tender offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
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 Securities and Exchange Commission. 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:
Tres Thompson, Chief Accounting Officer
832-308-4137
tthompson@cardtronics.com
Media:
Joel Antonini, Vice President - Marketing
832-308-4131
joel.antonini@cardtronics.com
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