Cardtronics Announces Private Offering of $250 Million of Convertible Senior Notes Due 2020

Cardtronics Announces Private Offering of $250 Million of Convertible Senior
Notes Due 2020

HOUSTON, Nov. 18, 2013 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM)
announced today that it intends to offer, subject to market conditions and
other factors, $250 million aggregate principal amount of convertible senior
notes due 2020 (the "Convertible Notes") in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). The Company expects to grant an option to
the initial purchasers to purchase up to an additional $37.5 million aggregate
principal amount of Convertible Notes. The Convertible Notes are expected to
pay interest semiannually and will be convertible into cash, shares of the
Company's common stock or a combination thereof, at the Company's election,
based on a conversion rate to be determined. The Convertible Notes will mature
on December 1, 2020, unless earlier repurchased or converted in accordance
with their terms prior to such date. Prior to September 1, 2020, the
Convertible Notes will be convertible only upon the occurrence of certain
events and during certain periods, and thereafter, at any time prior to the
close of business on the second scheduled trading day immediately preceding
the maturity date.

In connection with the pricing of the Convertible Notes, the Company intends
to enter into one or more privately-negotiated convertible note hedge
transactions with one or more of the initial purchasers, their respective
affiliates and/or other financial institutions (in this capacity, the "hedge
counterparties"). The convertible note hedge transactions will cover, subject
to customary anti-dilution adjustments, the number of shares of common stock
that will initially underlie the Convertible Notes sold in the offering. The
Company also intends to enter into one or more separate, privately negotiated
warrant transactions with the hedge counterparties relating to the same number
of shares of the Company's common stock, subject to customary anti-dilution
adjustments. The warrants evidenced by the warrant transactions will be
settled on a net-share or net-cash basis, at the Company's option.

The convertible note hedge transactions are intended to reduce the potential
dilution with respect to the Company's common stock and/or offset any
potential cash payments the Company is required to make in excess of the
principal amount of converted notes, as the case may be, upon any conversion
of the Convertible Notes. The warrant transactions could have a dilutive
effect with respect to the Company's common stock to the extent that the price
per share of the Company's common stock exceeds the strike price of the
warrants evidenced by the warrant transactions. The net effect of the entirety
of the above-contemplated transactions is anticipated to result in a financing
structure that yields a cash interest cost at a fixed rate that is
substantially lower than the anticipated cash interest cost in a high yield
debt instrument without a conversion feature. Additionally, upon successful
completion of the above contemplated transactions, the Company expects to only
issue incremental shares or cash under the Convertible Notes and warrant
transactions (after giving effect to the shares and/or cash received by the
Company under the convertible note hedge transactions) to the extent that the
Company's share price increases significantly above its current price and at a
stock price that is significantly above the conversion rate that is inherent
in the Convertible Notes.

The Company intends to use:

  *a portion of the net proceeds of the offering to fund the cost of entering
    into the convertible note hedge transactions (after such cost is partially
    offset by the proceeds that it receives from entering into the warrant
    transactions);
  *up to $30 million of the net proceeds of the offering to repurchase shares
    of the Company's common stock concurrently with the offering;
  *approximately $156.5 million of the net proceeds of the offering to repay
    outstanding borrowings under the Company's revolving credit facility; and
  *the remainder of the net proceeds of the offering for general corporate
    purposes, which may include capital expenditures and working capital.

If the initial purchasers exercise their option to purchase additional notes,
the Company intends to use a portion of the additional net proceeds to enter
into additional convertible note hedge transactions and additional warrant
transactions with the hedge counterparties, which will initially cover the
number of shares of the Company's common stock that will initially underlie
the additional notes sold to the initial purchasers. The remainder of
additional net proceeds will be used for general corporate purposes, which may
include capital expenditures and working capital.

The Company has been advised that, in connection with establishing their
initial hedge positions with respect to the convertible note hedge
transactions and the warrant transactions, the hedge counterparties and/or
their affiliates (i) may enter into various cash-settled over-the-counter
derivative transactions with respect to the Company's common stock
concurrently with, or shortly following, the pricing of the Convertible Notes
and (ii) may unwind these cash-settled over-the-counter derivative
transactions and purchase shares of the Company's common stock in open market
transactions shortly following, and/or purchase shares of the Company's common
stock shortly following, the pricing of the Convertible Notes. These
activities could have the effect of increasing, or preventing a decline in,
the market price of the Company's common stock concurrently with, or shortly
following, the pricing of the Convertible Notes. The effect, if any, of these
activities, including the direction or magnitude, on the market price of the
Company's common stock will depend on a variety of factors, including market
conditions, and cannot be ascertained at this time. In addition, the Company
expects that the hedge counterparties and/or their affiliates will modify
their hedge positions with respect to the convertible note hedge transactions
and the warrant transactions from time to time after the pricing of the
Convertible Notes, and are likely to do so during any observation period, by
purchasing and/or selling shares of the Company's common stock and/or the
Convertible Notes in privately-negotiated transactions and/or open market
transactions or by entering into and/or unwinding various over-the-counter
derivative transactions with respect to the Company's common stock. The
effect, if any, of these activities on the market price of the Company's
common stock or the trading price of the Convertible Notes will depend on a
variety of factors, including market conditions, and cannot be ascertained at
this time. Any of these activities could, however, adversely affect the market
price of the Company's common stock and, consequently, the value of the
consideration received upon conversion of the Convertible Notes, the trading
price of the Convertible Notes and/or the ability of holders of Convertible
Notes to convert their Convertible Notes. In addition, any repurchases by the
Company of its common stock from purchasers of the Convertible Notes could
increase, or avoid a decrease in, the market price of the Company's common
stock concurrently with, or shortly after, the pricing of the Convertible
Notes.

This press release is neither an offer to sell nor a solicitation of an offer
to buy the Convertible Notes or any shares of common stock issuable upon
conversion of the Convertible Notes, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.

The Convertible Notes and any common stock issuable upon conversion of the
Convertible Notes have not been registered under the Securities Act, or the
securities laws of any other jurisdiction, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. The offering is being made to qualified
institutional buyers pursuant to Rule 144A under the Securities Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release are forward-looking and are made
pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. These statements are based upon Cardtronics' current
belief as to the outcome and timing of future events. All statements, other
than statements of historical facts, including all statements regarding the
proposed offering of the Convertible Notes, 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 for the year ended December 31, 2012
and Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 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 Information:            
                               
Media Relations                 Investor Relations
Nick Pappathopoulos             Chris Brewster
Director – Public Relations     Chief Financial Officer
832-308-4396                    832-308-4128
npappathopoulos@cardtronics.com cbrewster@cardtronics.com

          Cardtronics is a registered trademark of Cardtronics, Inc.

      All other trademarks are the property of their respective owners.

Cardtronics
 
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