8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2016

Cardtronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33864	76-0681190
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3250 Briarpark Drive, Suite 400, Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (832) 308-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On April 27, 2016, Cardtronics, Inc. (the “Company”) announced a plan to change its parent company’s location of incorporation from Delaware to the United Kingdom.  In connection with the proposed change, the Company entered into an Agreement and Plan of Merger on April 27, 2016 (the “Merger Agreement”) with Cardtronics Group Limited, a newly formed private company incorporated under English law and currently a wholly-owned subsidiary of the Company which will be re-registered as an English public limited company and renamed “Cardtronics plc” or a similar name (“Cardtronics plc”), CATM Holdings LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company, and CATM Merger Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Cardtronics MergeCo”).  Under the Merger Agreement, Cardtronics MergeCo will merge (the “Merger”) with and into the Company with the Company surviving the Merger as an indirect, wholly-owned subsidiary of Cardtronics plc.

The Merger will result in each holder of the Company’s common stock receiving one ordinary share of Cardtronics plc for each share of the Company’s common stock held immediately prior to the Merger.

After the Merger, Cardtronics plc will own and continue to conduct the business of the Cardtronics group of companies in substantially the same manner as is currently being conducted by the Company and its subsidiaries.  The ordinary shares of Cardtronics plc are expected to be listed and traded on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “CATM,” the same symbol under which shares of the Company’s common stock are currently listed and traded.  In addition, Cardtronics plc will remain subject to the U.S. Securities and Exchange Commission (the “SEC”) reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable corporate governance rules of NASDAQ, and Cardtronics plc will continue to report its consolidated financial results in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles.

The Merger is subject to the approval of the adoption of the Merger Agreement by the stockholders of the Company at a special meeting of stockholders, which the Company expects to be held on or about June 28, 2016, and certain other closing conditions.   If the proposal to approve the adoption of the Merger Agreement is approved by the Company’s stockholders, the Company currently anticipates that the Merger will become effective early in the third quarter of 2016. The Company may postpone or abandon the Merger at any time prior to its completion, including after obtaining stockholder approval, because of, among other reasons, the Merger is no longer in the Company’s best interest or the best interest of its stockholders or as a result of an inability to satisfy all of the conditions to closing set forth in the Merger Agreement.

The foregoing description of the Merger Agreement, the Merger and related transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 and incorporated by reference herein.

Item 8.01.    Other Events.

On April 27, 2016, the Company issued a press release announcing the proposed plan to change its parent company’s location of incorporation from Delaware to the United Kingdom.  A copy of the press release is filed as Exhibit 99.1 and incorporated by reference herein.

On April 27, 2016, the Company sent an e-mail to its employees with respect to the proposed plan.  A form of the e-mail is filed as Exhibit 99.2 and incorporated by reference herein.

On April 27, 2016, the Company posted “Information About Cardtronics’ Redomicile” to its website with respect to the proposed plan.  A copy of the information is filed as Exhibit 99.3 and incorporated by reference herein.

On April 27, 2016, the Company established a microsite of investor information that includes an infographic and investor FAQs. A copy of the microsite outline, the infographic and the investor FAQs is filed as Exhibit 99.4 and incorporated by reference herein.

2

On or after April 27, 2016, the Company may send an e-mail to its business partners in connection with the proposed plan.  A copy of the form of email is filed as Exhibit 99.5 and incorporated by reference herein.

On or after April 27, 2016, the Company will issue a notice (the “Notice”) to holders of its outstanding 1.00% Convertible Senior Notes due 2020 (the “Notes”) of an anticipated Share Exchange Event (as such term is defined in the indenture governing the Notes).  A copy of the Notice is filed as Exhibit 99.6 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  These statements are identified by the use of the words “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that are anticipated.  The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual results to differ materially from the Company’s historical experience and present expectations or projections.  Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:  the adoption of the Merger Agreement may not be approved by stockholders; the Board of Directors may choose to postpone or abandon the Merger at any time, including after stockholder approval; changes in U.S. or non-U.S. laws, including tax laws, that could effectively preclude the Company from completing the Merger or reduce or eliminate the benefits expected to be achieved from the Merger; an inability to satisfy all of the conditions to closing set forth in the Merger Agreement; an inability to realize expected benefits from the Merger or the occurrence of difficulties in connection with the Merger; and costs related to the Merger, which could be greater than expected.   Stockholders are cautioned not to place undue reliance on forward-looking statements contained in this report, which speak only as of the date of this report.  Forward-looking statements also are affected by the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and those set forth from time-to-time in other filings with the SEC.  The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Important Additional Information Regarding the Merger Filed with the SEC

Cardtronics plc has filed with the SEC a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed Merger, and each of the Company and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction.  The Company urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed Merger Agreement because they contain important information about the Company, Cardtronics plc and the proposed Merger Agreement.  Stockholders and investors may obtain these documents, as well as other filings containing information about the Company and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at the Company’s website, www.cardtronics.com — under “Investor Relations.”   Stockholders may also obtain a copy of these documents free of charge by contacting the Company’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975.

Participants in Solicitation

The Company, Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting.  Information about the directors and executive officers of the Company and their ownership in the Company is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein.  Other information regarding the

3

participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC.  Stockholders can obtain free copies of the documents by accessing the SEC’s and the Company’s website as described above.

Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., Cardtronics Group Limited, CATM Merger Sub LLC, and CATM Holdings LLC (incorporated by reference to Annex A of the Registration Statement on Form S-4 filed by Cardtronics plc on April 27, 2016 with the Securities and Exchange Commission).
99.1	Press release dated April 27, 2016.
99.2	Form of email to employees dated April 27, 2016.
99.3	Information About Cardtronics’ Redomicile dated April 27, 2016.
99.4	Microsite outline, infographic and investor FAQs dated April 27, 2016
99.5	Form of email to business partners.
99.6	Notice of Anticipated Share Exchange Event to the Holders of Cardtronics, Inc. 1.00% Convertible Senior Notes due 2020.

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cardtronics, Inc.
Date: April 27, 2016
	By:	/s/ E. Brad Conrad
	Name: E. Brad Conrad
	Title: Chief Accounting Officer

5

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., Cardtronics Group Limited, CATM Merger Sub LLC, and CATM Holdings LLC (incorporated by reference to Annex A of the Registration Statement on Form S-4 filed by Cardtronics plc on April 27, 2016 with the Securities and Exchange Commission).
99.1	Press release dated April 27, 2016.
99.2	Form of email to employees dated April 27, 2016.
99.3	Information About Cardtronics’ Redomicile dated April 27, 2016.
99.4	Microsite outline, infographic and investor FAQs dated April 27, 2016
99.5	Form of email to business partners.
99.6	Notice of Anticipated Share Exchange Event to the Holders of Cardtronics, Inc. 1.00% Convertible Senior Notes due 2020.

6

EX-99.1

Exhibit 99.1

Cardtronics Announces Plan to Redomicile in the

United Kingdom

Aligns With Company’s Substantial U.K. Presence and Supports Its Global Growth Strategy

HOUSTON, April 27, 2016 — Cardtronics, Inc. (NASDAQ: CATM) (“Cardtronics,” “Cardtronics, Inc.” or the “Company”), the world’s largest ATM owner/operator, today announced a plan of redomicile to change its parent company’s location of incorporation from Delaware to the United Kingdom (“U.K.”), subject to stockholder approval. This redomicile is intended to better align Cardtronics’ corporate structure with its current and future business activities.

Cardtronics has a substantial business presence in the U.K., including approximately 60 percent of its global workforce. In addition, the fastest-growing segments of Cardtronics today are in the U.K. and continental Europe.

Cardtronics’ North American headquarters will remain in Houston, Texas and its European headquarters will be in London. The Company plans to conduct corporate activities from both locations. Cardtronics does not anticipate any impacts for employees, day-to-day operations, or services to its customers as a result of the redomicile.

Cardtronics’ Board of Directors believes that the proposed plan to change its parent company’s location of incorporation from Delaware to the U.K. provides the Company with many benefits, including:

·Locates the parent Company in a leading global financial center and Europe’s transaction hub, a location where it has substantial existing business activities and significant opportunities for continued growth;

·Fortifies its status as the leading global ATM owner/operator;

·Enables the Company to more effectively compete for acquisitions on a global scale, which has been a key component of its growth strategy;

·Elevates the Company’s visibility among potential U.K. and other European institutional investors; and

·Positions the Company to allow future earnings and cash flows to more efficiently fund its ongoing global expansion.

Steve Rathgaber, Cardtronics’ CEO, said: “Redomiciling to the U.K., where we have approximately 60 percent of our employees and a substantial business presence, will help drive our global expansion and strengthen our position as the leading global owner and operator of ATM networks. We continue to be fully committed to our customers and employees in the U.S., including Houston, which will remain our North American headquarters.”

Stockholders will have the opportunity to vote on the proposed plan at a special meeting expected to be held on June 28, 2016. Subject to stockholder approval, the Company anticipates that the change of the place of incorporation will become effective early in the third quarter of 2016 following the merger of

Cardtronics with one of its subsidiaries, with Cardtronics surviving as an indirect, wholly owned subsidiary of Cardtronics Group Limited, a newly formed private company incorporated under English law and currently a wholly-owned subsidiary of the Company, which will be re-registered as an English public limited company and renamed “Cardtronics plc.”

The merger will result in each stockholder receiving one share of Cardtronics plc for each share of Cardtronics common stock held immediately prior to the merger.  Following the merger, Cardtronics plc will become the publicly traded corporate parent of the Cardtronics group of companies. The Company expects that the shares of Cardtronics plc to be issued in the merger will be listed and traded on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “CATM,” the same symbol under which shares of Cardtronics common stock are currently listed and traded. The Company will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission (“SEC”) and applicable corporate governance rules of NASDAQ, and will continue to report its consolidated financial results in U.S. dollars and in accordance with U.S. Generally Accepted Accounting Principles.

Expenses associated with the execution of the redomicile, most of which relate to non-recurring professional service fees, will be adjusted from our 2016 non-GAAP earnings measures.

Full details of the redomicile, including the associated benefits and risks, are provided in the registration statement on Form S-4 filed with the SEC today by Cardtronics Group Limited.  Completion of the redomicile will be subject to various conditions described in the proxy statement/prospectus.

About Cardtronics (NASDAQ: CATM)

Making ATM cash access convenient where people shop, work and live, Cardtronics is at the convergence of retailers, financial institutions, prepaid card programs and the customers they share. Cardtronics provides services to approximately 190,000 ATMs in North America and Europe. Whether Cardtronics is driving foot traffic for North America and Europe’s top retailers, enhancing ATM brand presence for card issuers or expanding card holders’ surcharge-free cash access, Cardtronics is convenient access to cash, when and where consumers need it. Cardtronics is where cash meets commerce.

Important Additional Information Regarding the Merger Filed with the SEC

Cardtronics Group Limited (“Cardtronics plc”) has filed with the SEC a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed merger and related merger agreement, and each of Cardtronics and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction.  Cardtronics urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that Cardtronics, Inc. or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed merger agreement because they contain important information about Cardtronics, Cardtronics plc and the proposed merger agreement.  Stockholders and investors may obtain these documents, as well as other filings containing information about Cardtronics and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at Cardtronics’ website, www.cardtronics.com — under “Investor Relations.”   Stockholders may also obtain a copy of these documents free of charge by contacting Cardtronics’ Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975.

Participants in Solicitation

The Company, Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting. Information about the directors and executive officers of the Company and their ownership in the Company is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by

reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Stockholders can obtain free copies of the documents by accessing the SEC’s and the Company’s website as described above.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature.   These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on Cardtronics.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Cardtronics will be those that are anticipated.   All comments concerning the Company’s expectations for future revenues and operating results are based on the Company’s estimates for its existing operations and do not include the potential impact of any future acquisitions. Cardtronics’ forward-looking statements involve significant risks and uncertainties (some of which are beyond Cardtronics’ control) and assumptions that could cause actual results to differ materially from Cardtronics’ historical experience and present expectations or projections.  Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:  the adoption of the merger agreement may not be approved by stockholders; the Board of Directors may choose to postpone or abandon the merger at any time, including after stockholder approval;  changes in U.S. or non-U.S. laws, including tax laws, that could effectively preclude Cardtronics from completing the merger or reduce or eliminate the benefits expected to be achieved from the merger; an inability to satisfy all of the conditions to closing set forth in the merger agreement; an inability to realize expected benefits from the merger or the occurrence of difficulties in connection with the merger; and costs related to the merger, which could be greater than expected.   You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release.  Forward-looking statements also are affected by the risk factors described in Cardtronics’ Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and those set forth from time-to-time in other filings with the SEC.  Cardtronics undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Contact Information:

Media Relations Danny Simons Public Relations 832-308-4985 newsroom@cardtronics.com Investor Relations Phillip Chin EVP Corporate Development & Investor Relations
832-308-4975
ir@cardtronics.com

Cardtronics is a registered trademark of Cardtronics, Inc.

All other trademarks are the property of their respective owners.

###

EX-99.2

Exhibit 99.2

April 27, 2016

To: All Cardtronics Employees

From: Steven Rathgaber

Subject: Evolving Our Corporate Structure to Drive Global Growth

Dear Colleagues,

As you may know, Cardtronics is currently incorporated in Delaware. Today we are announcing that we are changing the place of our incorporation from Delaware to the United Kingdom. The technical term for this change is a redomicile. The rationale for executing a redomicile is pretty basic for a global company like Cardtronics. This move will better align our corporate and legal structure with our substantial U.K. presence, support our global growth strategy and enhance our ability to build long-term stockholder value.

How does this change impact you? You can expect business as usual and we do not anticipate that Cardtronics’ employees or services to our customers will be impacted by the redomicile. We will continue to work seamlessly as one team to achieve results.

We already have a substantial business presence in the U.K., where approximately 60 percent of you are based. The U.K. is Europe’s transaction hub, and the U.K. and continental Europe continue to be some of the fastest growing parts of our business. For these and other reasons, we think this is the right time to make this move.

Redomiciling in the U.K. will fortify our position as the leading global ATM owner/operator. Having a more significant presence in the U.K. will support our long-term growth strategy and improve our competitive position by helping reach more global financial institutions and retailers. It will also elevate our visibility among potential U.K. and other European institutional investors and enable us to more effectively compete for acquisitions on a global scale.

Rest assured, we have every intention of maintaining our focus on growth throughout all the markets we serve, across both North America and Europe. Following our redomicile, Houston will continue to serve as our North American headquarters and London will serve as our European headquarters. We will conduct corporate activities in both locations.

We anticipate little disruption to our business and day-to-day operations from this corporate transition, which, subject to stockholder approval, will occur early in the third quarter. We will provide additional information, updates and key dates as they become available.

Through this change, our commitment to customers is steadfast. Customer trust will always be at the core of our business and we will maintain our focus on delivering quality customer service. There’s a reason why Cardtronics is the preferred ATM partner for retailers and financial institutions across the globe — and that’s you. Thank you for all you do to support our customers and drive our business forward.

At Cardtronics, we are ambitious by nature. This redomicile is another example of how we are continually innovating, improving and reinventing in order to achieve the high standards we set for ourselves. Together, we can continue the great work we do, enhance our position as a leader in our industry and build upon our global growth strategy. This is an exciting time to be a part of Cardtronics.

Thank you for all you do to support our customers and drive our business forward.

Regards,

Steven Rathgaber

Important Additional Information Regarding the Merger Filed with the SEC

Cardtronics Group Limited (“Cardtronics plc”) has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed merger and related merger agreement, and each of Cardtronics, Inc. and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction.  Cardtronics, Inc. urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that Cardtronics, Inc. or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed merger agreement because they contain important information about Cardtronics, Inc., Cardtronics plc and the proposed merger agreement.  Stockholders and investors may obtain these documents, as well as other filings containing information about Cardtronics, Inc. and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at Cardtronics, Inc.’s website, www.cardtronics.com — under “Investor Relations.”   Stockholders may also obtain a copy of these documents free of charge by contacting Cardtronics, Inc.’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975.

Participants in Solicitation

Cardtronics, Inc., Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting.  Information about the directors and executive officers of Cardtronics, Inc. and their ownership in Cardtronics, Inc. is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC.  Stockholders can obtain free copies of the documents by accessing the SEC’s and Cardtronics, Inc.’s website as described above.

EX-99.3

Exhibit 99.3

Information About Cardtronics’ Redomicile

Subject to stockholder approval, Cardtronics is changing the location where our parent company is incorporated, from Delaware to the United Kingdom. A change of corporate structure like this is called a “redomicile.”

Redomiciling Cardtronics in the U.K., a leading global financial center, Europe’s transaction hub and a location where we have substantial operations and growth opportunities, will facilitate our global growth strategy and strengthen our position as the leading global owner and operator of ATM networks.

·We already have a substantial business presence in the U.K. and approximately 60% percent of our global workforce is located there.

·The U.K. is a leading global financial center and Europe’s transaction hub. While we expect to continue growing our U.S. business, we anticipate larger growth opportunities in markets like the U.K. and Continental Europe, which are the fastest-growing segments of our business today.

·Having a more significant presence in the U.K. will fortify our status as the leading global ATM owner/operator.

·We believe that redomiciling in the U.K. will also support our long-term growth strategy by:

·Enabling us to more effectively compete for acquisitions on a global scale, which has been a key component of our growth strategy.

·Elevating our visibility among potential U.K. and other European institutional investors.

·Positioning us to allow future earnings and cash flows to more efficiently fund our ongoing global expansion.

We believe that redomiciling in the U.K. will better align our corporate structure with our current and future business activities.

·Cardtronics already has a substantial business presence in the U.K. that we plan to continue to grow further.

·The fastest-growing segments of our business today are in the U.K. and Continental Europe.

·Approximately 60% percent of our employees are already located in the U.K.

Cardtronics is fully committed to our customers and employees in the U.S. and around the world.

·We anticipate no changes in how customers in the U.S. or elsewhere will access our services or how employees will serve our customers.

·Cardtronics’ employees are the drivers of our success. They develop our innovative solutions, harness the latest technology, and provide the unparalleled customer service that makes Cardtronics the preferred ATM partner for retailers and financial institutions worldwide.

·While growth outside the U.S. has recently been, and we expect will continue to be, more prominent as we actively grow our global footprint, we have every intention of continuing to drive growth in our U.S. business.

We do not anticipate any employment or operational changes as a result of this change to our corporate structure.

·We do not anticipate any effects as a result of this announcement with respect to how we conduct our business day-to-day in the U.S. and globally. This includes staffing levels and relationship managers, access to our services and support, pricing and current contracts, and product and service requests.

·Our commitment to customers, partners and employees doesn’t change — we remain fully focused on these groups, both in the U.S. and around the world.

·Houston will continue to serve as our North American headquarters and London will serve as our European headquarters.  We plan to conduct corporate activities from both locations.

Timeline and Next Steps

·Following the announcement on April 27, and upon our registration statement being declared effective, stockholders will have the opportunity to vote on the proposed plan at a special meeting expected to be held on June 28, 2016. Pending their approval, we anticipate closing early in the third quarter.

Important Additional Information Regarding the Merger Filed with the SEC

Cardtronics Group Limited (“Cardtronics plc”) has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed merger and related merger agreement, and each of Cardtronics, Inc. and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction.  Cardtronics, Inc. urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that Cardtronics, Inc. or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed merger agreement because they contain important information about Cardtronics, Inc., Cardtronics plc and the proposed merger agreement.  Stockholders and investors may obtain these documents, as well as other filings containing information about Cardtronics, Inc. and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at Cardtronics, Inc.’s website, www.cardtronics.com — under “Investor Relations.”   Stockholders may also obtain a copy of these documents free of charge by contacting Cardtronics, Inc.’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975.

Participants in Solicitation

Cardtronics, Inc., Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting.  Information about the directors and executive officers of Cardtronics, Inc. and their ownership in Cardtronics, Inc. is included in the proxy statement/prospectus filed with the SEC and the documents and

information incorporated by reference therein.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC.  Stockholders can obtain free copies of the documents by accessing the SEC’s and Cardtronics, Inc.’s website as described above.

EX-99.4

Exhibit 99.4

CARDTRONICS TO REDOMICILE IN UNITED KINGDOM View the Press Release Click the omage below to download the infographic Cardtronics' Board of Directors has unanimously approved a plan to change Cardtronics' parent company's location of incorporation from Delaware to the United Kingdom,subject to stockholder approval This redomicile is intended to better align Cardtronics' corporate structure with its current and future business activities. -· - - -0 ....... Cardtronics already has a substantialbusoness presence in the U.K. oncludong approximately 60 percent of its globalworkforce.In addition.the fastest-growing part of Cardtronics' business os today in the U.K. and ContinentalEurope. Cardtronics' North American headquarters woll remain in Houston, Texas and its European headquarters will be in London Stockholders will have the opportunity to vote on the proposed plan at a special meeting expected to be held on June 28, 2016.This special stockholder meeting is in addition to the regular annual stockholder meeting scheduled for June 2,2016.Cardtronics plans to complete the redomicile early on the third quarter,subject to stockholder approval. ADDITIONAL RESOURCES: Upon stockholder approvaland satisfaction of all closing considerations, Cardlronics pic will become the publicly traded corporate parent of the Cardlronics group of companies, and will be hsted and traded on the NASDAQ Stock Market under the ticker symbol "CATMCardtronics will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission and applicable corporate governance rules of NASDAQ,and will continue to report its consolidated financial results in U.S. dollars and in accordance with U.S.Generally Accepted Accounting Principles. I Contact: Investor Relations Pholhp Chin EVP - Corporate Development & Investor Relatoons 832-3084975 ir@cardtronics.com Important Additional lnfonn.ation Regarding the Merg•r Filed with the SEC C.rdtronics Gtoup Limited {"Cardtronia pt e-) hat flied with th• U.S. Securities and Exchange Commission {"SEC') a registration statement on Form S.-4, which contains a proxy atatemenVprospectus in connection with the ptOpos.ed merger and related merger agrHment. and each of Cardtronics, Inc. and C.dtroniCI pic may be filing other relevant t111als with the SEC in connection with the 1rentaC11on Card1ronie&, Inc. tnges its ders - induding p;articipsnts in its equ1ty baMd 1noenttve plans -and investors to ,..d cwefully the proxy sta!ement.prospeaus tend any othw doo.lment that Catd1ronics..lnc. Of CatdWnia picsubsequently files with the SEC) bebe mailing any voting Of investment deos•on about the proposed magaagreement bectUM lttey contain important informstion about Cardtronia.Inc..Catdtronie& pic and the ptopoted "*lief agreement Stodholde:rs and investcws may obtain these doo.rments, as well u othef filings containing infocmstion about Catdtronia. Inc. and Catdtronie& pic. for frH at th• SECs website. www.sec.gov, Of at Catdtronicr;, lnc. s website. www.cardtronicr;.com-unel4tf "lnvtstor Relations." Stockholders mey also obtain a copy of these documents free of d'lerge by contading Cardtronics, lnc. s Investor Relations Department in writing at 3250 Btlerpttt Ow'ive. Suite 400. Houston. Texas 770-42 Of by telephone at {832) 308 4975. P•fticapants in Solicitation Catd'IJ'Onic:5, Inc.. Can:ltroniGpicand their directorand executive officers and certain other of management and emplmay be deem.<to be participants in the tohO'-IIon of proxies from S:od:holde:rs with tespea 10 Ute matten to be voted upon at the annualmeeting Information about the dlteaors and exeo.rtrvt officers of Cardtronics.. Inc. arw:f their ownership in Cardtronci :s.Inc. is included In ttle ptOX)' statementprospectus filed w•tl'l tl'le SEC and the doo;ments end information lnoorpcwatby refefence thaein. Otha lnfOfmation regarding the participants in the ptoxy tollo tion and a description of their dir•d tnd indited interests. by secutity holdings Of olh4NWIM. is contained in the pcoxy lttle nVprospedus and other relevant matetltllfiled with the SEC. Stod:holders can Obttin frl!e copies of the documents by acceulng the SEC"Iand Cardtronie&, Inc.'s website as detaibed above. Proxy lnfograph1c Questions Frequently Asked Press Release

CONSOLIDATED EUROPE 4,991 Cardtronics ATMs in the ,098 U.K. have grown more 275% than 275% over the last three years 2013 014 ATM GROWTH IN THE U.K. Important Additional Information Regarding the Merger Filed with the SEC: Cardtronics plc has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed Merger, and each of the Company and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction. The Company urges its stockholders—including participants in its equity based incentive plans—and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed Merger Agreement because they contain important information about the Company, Cardtronics plc and the proposed Merger Agreement. Stockholders and investors may obtain these documents, as well as other filings containing information about the Company and Cardtronics plc, for free at the SEC’s website, www.sec.gov or at the Company’s website, www.cardtronics.com—under “Investor Relations.” Stockholders may also obtain a copy of these documents free of charge by contacting the Company’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975. Participants in Solicitation: The Company, Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting. Information about the directors and executive officers of the Company and their ownership in the Company is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Stockholders can obtain free copies of the documents by accessing the SEC’s and the Company’s website as described above. LOCATESENABLES FORTIFIES Cardtronics in the U.K., the leading Cardtronics to more effectively compete Cardtronics’ status as the leading global financial center and Europe’s for acquisitions on a global scale global ATM owner/operator transaction hub POSITIONSELEVATES Cardtronics to more efficiently fund its Cardtronics’ visibility among U.K. and ongoing international expansionother European institutional investors 1 12 7,4 50 3,9 99 20 12 2 20 15 U.K. and Europe are Cardtronics’ fastest growing regions for revenue growth 20142015 TOTAL REVENUE GROWTH 64% 29% 20% 14% 60% Approximately 60% of Cardtronics’ global workforce is based in the U.K. REDOMICILE re•dom•i•cile v. Transferring a company’s place of incorporation from one jurisdiction to another. CARDTRONICS’ REDOMICILE IN THE U.K. SUPPORTS ITS GLOBAL GROWTH STRATEGY

Information About the Cardtronics Plan to Redomicile Frequently Asked Questions 1. What is being announced? Cardtronics, Inc. (“Cardtronics”) is announcing a plan to redomicile that will, subject to stockholder approval, change our parent company’s location of incorporation from Delaware to the U.K. We believe that redomiciling in the U.K. will better align our corporate and legal structure with our substantial U.K. presence and enhance our global growth strategy, as well as provide the other benefits discussed in the proxy statement/prospectus. 2. Why is this called a “redomicile?” A redomicile is the change of incorporation of the parent holding company from one jurisdiction to another. In our case, we are changing the incorporation of Cardtronics’ parent company from Delaware to the U.K. The new parent company is a newly formed English public limited company that will be named “Cardtronics plc.” 3. What is the strategic rationale for the redomicile? We believe redomiciling Cardtronics in the U.K., a leading global financial center, Europe’s transaction hub and a location where we have substantial operations and growth opportunities, better aligns our corporate and legal structure with our substantial U.K. presence and supports our global growth strategy. We believe that redomiciling in the U.K. will:   Fortify our status as the leading global ATM owner/operator; Enable us to more effectively compete for acquisitions on a global scale, which has been a key component of our growth strategy; Elevate our visibility among potential U.K. and other European institutional investors; and Position us to allow future earnings and cash flows to more efficiently fund our ongoing international expansion.   4. Why is Cardtronics making this change now? The fastest-growing part of our business today is in the U.K. and continental Europe, and approximately 60% of our employees are already located in the U.K. We believe that redomiciling in the U.K. will better align our corporate and legal structure with our substantial U.K. presence and enhance our global growth strategy. 5. How will this impact Cardtronics U.S. operations and employees? Cardtronics remains fully committed to our customers and employees in the U.S. and we anticipate that the redomicile will not impact them. While growth outside the U.S. has recently been, and we expect will continue to be, more prominent as we actively grow our global footprint, we have every intention of continuing to drive growth in our U.S. business. 6. Will Cardtronics continue to be NASDAQ listed? Will Cardtronics be listing on the London Stock Exchange? We expect there will be no change to our stock listing venue. Upon stockholder approval, Cardtronics plc will become the publicly traded corporate parent of the Cardtronics group of companies, and we expect its shares will be listed and traded on NASDAQ under the same symbol “CATM.” We currently do not plan to list shares on any other exchange. The Company will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission (“SEC”) and applicable corporate

governance rules of NASDAQ, and will continue to report its consolidated financial results in U.S. dollars and in accordance with the U.S. Generally Accepted Accounting Principles. Important Additional Information Regarding the Merger Filed with the SEC Cardtronics Group Limited (“Cardtronics plc”) has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed merger and related merger agreement, and each of Cardtronics, Inc. and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction. Cardtronics, Inc. urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that Cardtronics, Inc. or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed merger agreement because they contain important information about Cardtronics, Inc., Cardtronics plc and the proposed merger agreement. Stockholders and investors may obtain these documents, as well as other filings containing information about Cardtronics, Inc. and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at Cardtronics, Inc.’s website, www.cardtronics.com — under “Investor Relations.” Stockholders may also obtain a copy of these documents free of charge by contacting Cardtronics, Inc.’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975. Participants in Solicitation Cardtronics, Inc., Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting. Information about the directors and executive officers of Cardtronics, Inc. and their ownership in Cardtronics, Inc. is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Stockholders can obtain free copies of the documents by accessing the SEC’s and Cardtronics, Inc.’s website as described above.

EX-99.5

Exhibit 99.5

To: Cardtronics Customers

Subject: Evolving Cardtronics to Better Facilitate Our Global Growth

Dear Valued Customers,

As you are a valued Cardtronics customer, I want to share with you important news about our company.

Cardtronics today announced a realignment of our corporate and legal structure that will, subject to stockholder approval, change our parent company’s location of incorporation from Delaware to the United Kingdom.

We believe that redomiciling to the U.K., where we have approximately 60 percent of our employees and a substantial business presence, will help drive our continued global expansion and further strengthen our position as the leading global owner and operator of ATM networks. We continue to be fully committed to our customers and employees in the U.S. and North America.  Houston, Texas will remain our North American headquarters, and our European headquarters will be in London.

As a customer, you should not see any changes to our services and operations, and we do not anticipate any operational or staffing changes as a result of this redomicile. Your relationship and account managers, access to our services and support, and pricing and current contracts, will be unchanged as the result of our redomicile. All current product and service requests will be responded to and serviced per current operating procedures and timelines.

Customers are at the core of Cardtronics’ business and we remain dedicated to providing unparalleled service to you. We continue to be fully committed to maintaining and growing our business in the U.S. and North America.

Please see a copy of the press release that we issued on April 27, 2016 here [LINK TO PRESS RELEASE]. If you have any questions or would like more information regarding this announcement, please don’t hesitate to contact your relationship manager or one of us.

Steve Rathgaber	David Dove
CEO	President, North American Business Unit
Cardtronics, Inc.	Cardtronics, Inc.

Important Additional Information Regarding the Merger Filed with the SEC

Cardtronics Group Limited (“Cardtronics plc”) has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which contains a proxy statement/prospectus in connection with the proposed merger and related merger agreement, and each of Cardtronics, Inc. and Cardtronics plc may be filing other relevant materials with the SEC in connection with the transaction.  Cardtronics, Inc. urges its stockholders — including participants in its equity based incentive plans — and investors to read carefully the proxy statement/prospectus (and any other document that Cardtronics, Inc. or Cardtronics plc subsequently files with the SEC) before making any voting or investment decision about the proposed merger agreement because they contain important information about Cardtronics, Inc., Cardtronics plc and the proposed merger agreement.  Stockholders and investors may obtain these documents, as well as other filings containing information about Cardtronics, Inc. and Cardtronics plc, for free at the SEC’s website, www.sec.gov, or at Cardtronics, Inc.’s website, www.cardtronics.com — under “Investor Relations.”   Stockholders may also obtain a copy of these documents free of charge

by contacting Cardtronics, Inc.’s Investor Relations Department in writing at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4975.

Participants in Solicitation

Cardtronics, Inc., Cardtronics plc and their directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from stockholders with respect to the matters to be voted upon at the annual meeting.  Information about the directors and executive officers of Cardtronics, Inc. and their ownership in Cardtronics, Inc. is included in the proxy statement/prospectus filed with the SEC and the documents and information incorporated by reference therein.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials filed with the SEC.  Stockholders can obtain free copies of the documents by accessing the SEC’s and Cardtronics, Inc.’s website as described above.

EX-99.6

Exhibit 99.6

NOTICE OF ANTICIPATED SHARE EXCHANGE EVENT

CARDTRONICS, INC.

1.00% Convertible Senior Notes due 2020

Reference is made to the Indenture, dated as of November 25, 2013 (the “Indenture”), by and between Cardtronics, Inc. (the “Company”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), governing the Company’s 1.00% Convertible Senior Notes due 2020 (CUSIP No. 14161H AF5*) (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

On April 27, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cardtronics Group Limited, a newly formed private company incorporated under English law and currently a wholly-owned subsidiary of the Company which will be re-registered as an English public limited company and renamed “Cardtronics plc” or a similar name (“Cardtronics plc”), CATM Holdings LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company, and CATM Merger Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Cardtronics MergeCo”).  Under the Merger Agreement, Cardtronics MergeCo will merge (the “Merger”) with and into the Company with the Company surviving the Merger as an indirect, wholly-owned subsidiary of Cardtronics plc, which will result in each holder of the Common Stock receiving one Class A Ordinary Share (collectively, the “Ordinary Shares”) of Cardtronics plc for each share of Common Stock held immediately prior to the Merger.  Pursuant to Section 11.06 of the Indenture, at and after the effective date of the Merger the Ordinary Shares will constitute Reference Property and one Ordinary Share will constitute a Reference Property Unit.

Consummation of the Merger is subject to the satisfaction of certain specified conditions under the Merger Agreement, including the receipt of stockholder approval.

Notice is hereby given, as required by Section 11.01(b)(iv) and Section 11.05(m) of the Indenture, that the Merger will constitute a Share Exchange Event. As a result, pursuant to Section 11.01(b)(iv) of the Indenture, holders of the Notes may surrender the Notes for conversion at any time until the 35th Trading Day immediately following the effective date of the Merger (which currently expected to be early in the third quarter of 2016).  The current Conversion Rate is 19.1022 shares of Common Stock per $1,000 principal amount of Notes.

Immediately prior to the effective date of the Merger, the Company will execute with the Trustee a supplemental indenture providing that, at and after the effective date of Merger, the consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock were instead a reference to the same number of Reference Property Units, subject to the settlement provisions set forth in the Indenture.  No adjustment to the Conversion Rate is expected to result from the consummation of the Merger. The Merger will not constitute a Fundamental Change or a Make-Whole Fundamental Change under the Indenture.

CARDTRONICS, INC.
APRIL [  ], 2016

*NOTE:  The Company and Wells Fargo Bank, National Association shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness or accuracy in the notice or as printed on any Note.  They are included solely for the convenience of the holders.