Euronet Worldwide, Inc. (“Euronet” or the “Company”) (Nasdaq:
EEFT), a leading electronic payments provider, today announced the
pricing of its private offering of $500 million in aggregate
principal amount of 0.75% convertible senior notes (the “Notes”) to
be sold to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). Euronet has also granted the initial purchasers a 13-day
option to purchase up to an additional $25 million in aggregate
principal amount of the Notes. The offering of the Notes is
expected to close on March 18, 2019, subject to customary closing
conditions. Wells Fargo Securities and BofA Merrill Lynch are
acting as joint book-running managers in the offering.
The Notes will be unsecured obligations of
Euronet, effectively junior in right of payment to any of Euronet's
secured indebtedness and any secured renewal, refinancing or
replacement thereof to the extent of the assets securing such
indebtedness. The Notes will bear interest at a rate of 0.75% per
year, payable semiannually in arrears on March 15 and September 15
of each year, or, if any such day is not a business day, the
immediately following business day, beginning on September 15,
2019. Beginning on March 15, 2025, holders will receive contingent
interest for certain periods if the trading price of the Notes
exceeds a certain threshold. Any contingent interest payable on the
Notes will be in addition to the regular interest payable on the
Notes. The Notes will mature on March 15, 2049, unless earlier
repurchased, redeemed or converted.
Euronet estimates that the net proceeds from the
offering of the Notes will be approximately $487.8 million (or
approximately $512.2 million if the initial purchasers exercise
their option to purchase additional Notes in full), after deducting
the initial purchasers' discount and estimated offering
expenses.
Euronet expects to use approximately $94.5 million of the net
proceeds from the offering to fund the repurchase of $49.0 million
aggregate principal amount of the Company’s outstanding 1.50%
Convertible Senior Notes due 2044 (the “existing convertible
notes”) from a limited number of holders in privately negotiated
transactions. Euronet expects to apply the remainder of the
net proceeds, including from the potential exercise of the initial
purchasers’ option to purchase additional Notes, if any, for
general corporate purposes, which may include redeeming Euronet’s
existing convertible notes, repaying borrowings outstanding under
the Company’s unsecured revolving credit facility, share
repurchases or acquisitions. Promptly after the closing date of
this offering, Euronet intends to redeem the existing convertible
notes in whole. In addition, the Company may also exchange for cash
and/or shares of Euronet’s common stock or repurchase the existing
convertible notes following completion of this offering and holders
of existing convertible notes may convert their notes after the
existing convertible notes are called for redemption. Any such
exchange, repurchase or conversion of the existing convertible
notes could affect the market price of Euronet’s common stock and
the value of the Notes.
The Company’s repurchase of the existing
convertible notes could affect the market price of Euronet’s common
stock. In connection with such repurchases, the holders of the
existing convertible notes that sell their existing convertible
notes to the Company may enter into or unwind various derivatives
with respect to Euronet’s common stock (including entering into
derivatives with the initial purchasers or affiliates thereof)
and/or purchase or sell shares of Euronet’s common stock in the
market to hedge their exposure in connection with these
transactions. This activity could increase (or reduce the size of
any decrease in) the market price of Euronet’s common stock or the
Notes at that time. In addition, the Company expects that many
purchasers of the Notes offered hereby would also employ a
convertible arbitrage strategy with respect to the Notes and would
establish a short position with respect to Euronet’s common stock
by short selling Euronet’s common stock or by entering into “short”
derivative positions with respect to Euronet’s common stock
(including entering into derivatives with the initial purchasers or
affiliates thereof), in each case, in connection with the sale of
the Notes offered hereby. This activity could decrease (or reduce
the size of any increase in) the market price of the Euronet’s
common stock or the Notes at that time. Euronet cannot predict the
magnitude of the above market activity or the overall effect it
will have on the price of the Notes or its common stock.
The Notes will be subject to redemption for cash
at Euronet's option on and after September 20, 2022, subject to
certain conditions. In addition, holders will be able to cause
Euronet to repurchase all or any portion of their Notes for cash on
March 15 of 2025, 2029, 2034, 2039 and 2044, and upon the
occurrence of a fundamental change. In each such case, the
repurchase price would be 100% of the principal amount of the Notes
being repurchased plus any accrued and unpaid interest.
The notes will be convertible only upon the
occurrence of certain events and during certain periods. The Notes
will be convertible at an initial conversion rate of 5.2987 shares
of Euronet common stock per $1,000 principal amount of the Notes,
which is equivalent to an initial conversion price of approximately
$188.73 per share, which represents a conversion premium of
approximately 36% to the last reported sale price of $138.77 per
share of Euronet common stock on the Nasdaq Global Select Market on
March 13, 2019. In addition, following certain corporate
transactions that occur prior to March 20, 2025, Euronet will, in
certain circumstances, increase the conversion rate for a holder
that elects to convert its Notes in connection with such corporate
transaction. Upon any conversion, Euronet's conversion obligation
will be settled in cash, shares of Euronet common stock or a
combination of cash and shares of Euronet common stock, at
Euronet's election.
The Notes and the shares of Euronet common stock
issuable upon conversion thereof, if any, have not been registered
under the Securities Act or applicable state securities laws and
may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities
Act and applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
About Euronet Worldwide,
Inc.
Euronet Worldwide is an industry leader in
processing secure electronic financial transactions. The Company
offers payment and transaction processing solutions to financial
institutions, retailers, service providers and individual
consumers. These services include comprehensive ATM, POS and card
outsourcing services, card issuing and merchant acquiring services,
software solutions, cash-based and online-initiated
consumer-to-consumer and business-to-business money transfer
services, and electronic distribution of prepaid mobile phone time
and other prepaid products.
Euronet's global payment network is extensive -
including 40,354 ATMs, approximately 293,000 EFT POS terminals and
a growing portfolio of outsourced debit and credit card services
which are under management in 53 countries; card software
solutions; a prepaid processing network of approximately 719,000
POS terminals at approximately 334,000 retailer locations in 45
countries; and a global money transfer network of approximately
369,000 locations serving 150 countries. With corporate
headquarters in Leawood, Kansas, USA, and 65 worldwide offices,
Euronet serves clients in approximately 165 countries.
Cautionary Statement Concerning
Forward-Looking Statements
Statements contained in this news release that
concern Euronet's or its management's intentions, expectations, or
predictions of future performance, are forward-looking statements.
Euronet's actual results may vary materially from those anticipated
in such forward-looking statements as a result of a number of
factors, including: conditions in world financial markets and
general economic conditions, including the effects in Europe of the
Brexit vote and economic conditions in specific countries or
regions; the effects of demonetization in India; technological
developments affecting the market for the Company's products and
services; foreign currency exchange rate fluctuations; the effects
of any breaches in the security of our computer systems or those of
our customers or vendors; the Company's ability to renew existing
contracts at profitable rates; changes in fees payable for
transactions performed for cards bearing international logos or
over switching networks such as card transactions on ATMs; Visa's
announced rule change to allow our ATMs to provide dynamic currency
conversion beginning mid-April 2019; impacts of new DCC disclosures
in Europe; impacts of shares issuable under the Company's
convertible bonds; application of or changes to compliance
regulations; changes in the Company's relationship with, or in fees
charged by, the Company's business partners; competition; the
outcome of claims and other loss contingencies affecting the
Company; and changes in laws and regulations affecting the
Company's business, including tax, immigration and data privacy
laws. These risks and other risks are described in the Company's
filings with the Securities and Exchange Commission, including our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Copies of these filings may be
obtained via the SEC's Edgar website or by contacting the Company
or the SEC. In addition, the forward-looking statements contained
in this press release concerning Euronet's proposed offering are
subject to uncertainties and changes in circumstances, including
whether Euronet will consummate the offering, the use of net
proceeds from the offering, and whether Euronet will consummate the
share repurchases or exchanges or repurchases of the existing
convertible notes. Any forward-looking statements made in this
release speak only as of the date of this release. Except as may be
required by law, Euronet does not intend to update these
forward-looking statements and undertakes no duty to any person to
provide any such update under any circumstances. The Company
regularly posts important information to the investor relations
section of its website.
CONTACT:
Euronet Worldwide, Inc.Stephanie Taylor+1-913-327-4200
Source: Euronet Worldwide, Inc.
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