INTRODUCTION
This Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”) jointly by Cardtronics plc, a public limited company incorporated in England and Wales (“Cardtronics” or the “Company”), Catalyst Holdings Limited, a private limited company incorporated in England and Wales (“BidCo”), Apollo Overseas Partners (Delaware 892) IX, L.P., a Delaware limited partnership (“Apollo 892”), Apollo Overseas Partners (Delaware) IX, L.P., a Delaware limited partnership (“Apollo Delaware”), Apollo Overseas Partners IX, L.P., a Cayman Islands limited partnership (“Apollo Overseas”), Apollo Overseas Partners (Lux) IX, SCSP, a special limited partnership formed under the laws of Luxembourg (“Apollo Lux”), Apollo Global Management, Inc., a Delaware corporation (together with Apollo 892, Apollo Delaware, Apollo Overseas and Apollo Lux, the “Apollo Parties”), Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”), HEC Management GP LLC, a Delaware limited liability company (“Management GP”), HEC Master Fund LP, a Cayman Islands exempted limited partnership (“HEC Master”), HEC SPV I LP, a Delaware limited partnership (“HEC SPV”), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive, Management GP, HEC Master, and HEC SPV, the “HEC Parties” and, together with “Cardtronics”, “BidCo” and the “Apollo Parties”, the “Filing Persons”).
On December 15, 2020, Cardtronics entered into an Acquisition Agreement, attached hereto as Exhibit (d)(1) (the “Acquisition Agreement”), with BidCo, pursuant to which BidCo agreed to acquire the Company by means of a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act of 2006 (the “Scheme”) for $35.00 per share, subject to the terms and conditions of the Acquisition Agreement (the “Acquisition”).
On December 15, 2020, BidCo, HEC Executive, HEC Master and HEC SPV entered into a rollover and contribution agreement, (the “Contribution Agreement”), pursuant to which HEC Executive, HEC Master and HEC SPV would cause an aggregate value of up to $200,000,000, which may be increased in limited circumstances (the “Rollover Amount”) in cash and/or Shares owned by the HEC Parties at the option of the HEC Parties, to be contributed simultaneously with or following the effective date of the Acquisition to the indirect parent of BidCo (“Parent”) in exchange for equity interests of Parent equal to the Rollover Amount, subject to the terms and conditions of the Contribution Agreement.
Concurrently with the filing of this Schedule 13E-3, Cardtronics is filing with the SEC a proxy statement under Regulation 14A of the Exchange Act, attached hereto as Exhibit (a)(1) (the “Proxy Statement”), pursuant to which Cardtronics’ board of directors is soliciting proxies from Cardtronics’ shareholders in connection with the Acquisition. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.
The cross-references below are being supplied pursuant to General Instruction G of Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the Items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, and documents incorporated by reference into the Proxy Statement are expressly incorporated herein by reference.
The information concerning Cardtronics contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by Cardtronics. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including Cardtronics, is responsible for the accuracy of any information supplied by any other Filing Person.