0001671013
false
0001671013
2021-06-16
2021-06-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June
16, 2021
Cardtronics plc
(Exact name of registrant
as specified in its charter)
| England and Wales |
|
001-37820 |
|
98-1304627 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
2050
W. Sam Houston Parkway South,
Suite
1300, Houston, Texas 77042 |
|
| (Address
of principal executive offices and Zip Code) |
|
(832)
308-4000
(Registrant’s telephone
number, including area code)
Securities registered
pursuant to Section 12(b) of the Act
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Ordinary Shares, nominal value $0.01 per share |
CATM |
The NASDAQ Stock Market LLC |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Schedule 13(a) of the Exchange Act. ¨
| Item 1.02 | Termination of a Material Definitive Agreement. |
Concurrently with the closing of the Acquisition
described in Item 2.01 of this Current Report on Form 8-K, Cardtronics plc, a public limited company incorporated under the laws of England
and Wales (the “Company” or “Cardtronics”), and certain of its subsidiaries (i) repaid in full all
loans and terminated all commitments (and paid interest and all other amounts due in connection with such repayment and termination) outstanding
under the Term Loan Credit Agreement, dated as of June 29, 2020 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time) among the Company, certain of its subsidiaries party thereto (including Cardtronics USA, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company, as borrower (“Cardtronics USA”)), the lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent and (ii) terminated all commitments (and paid all other amounts due in connection
with such termination) outstanding under the Second Amended and Restated Credit Agreement, dated as of November 19, 2018 (as amended by
the First Amendment to Second Amended and Restated Credit Agreement, dated as of September 19, 2019, the Second Amendment to Second Amended
and Restated Credit Agreement, dated as of May 29, 2020, the Third Amendment to Second Amended and Restated Credit Agreement, dated as
of June 29, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time), among
the Company, Cardtronics USA, certain of their respective subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent.
In addition, on June 21, 2021 the Company redeemed
$300,000,000 aggregate principal amount of its outstanding 5.50% Senior Notes due 2025 at a redemption price equal to 102.750% of the
principal amount of the Notes, plus accrued and unpaid interest thereon.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On June 21, 2021 (the “Effective Date”),
pursuant to the Acquisition Agreement (the “Acquisition Agreement”), dated January 25, 2021, by and between the Company,
NCR Corporation, a Maryland corporation (“NCR”), and, solely for purposes of Section 8.2, Section 8.4 and Article IX
of the Acquisition Agreement, Cardtronics USA, NCR UK Group Financing Limited, a wholly-owned subsidiary of NCR, acquired all of the issued and to be issued ordinary shares of the Company for $39.00
per share (the “Per Share Consideration”) and the Company became an indirect wholly-owned subsidiary of NCR (the “Acquisition”).
The Acquisition was implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act of 2006 (the
“Scheme”).
On June 17, 2021, the court hearing (the “Court
Hearing”) of the High Court of Justice in England and Wales (the “Court”) was held for the purposes of sanctioning
the Scheme. The Court Hearing took place following the satisfaction or waiver of the other conditions to the Acquisition under the Acquisition
Agreement (other than those that were by their terms only capable of satisfaction at closing). At the Court Hearing, the Court sanctioned
the Scheme and issued a court order confirming the same (the “Court Order”). On June 21, 2021, the Court Order was
delivered to the Registrar of Companies of England and Wales, such that the Scheme became effective in accordance with its terms, thereby
completing the Acquisition (the “Closing”).
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth under Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the Closing, the Company notified
the Nasdaq Stock Market (the “Nasdaq”) on June 21, 2021 that each outstanding ordinary share of the Company was converted
into the right to receive the Per Share Consideration pursuant to the Acquisition Agreement as set forth under Item 2.01. The Company
requested that the Nasdaq halt trading of the Company’s ordinary shares effective prior to the opening of trading on Nasdaq on June
21, 2021. The Company also requested that the Nasdaq file a Form 25 with the SEC to remove the Company’s ordinary shares from listing
on the Nasdaq and to deregister the ordinary shares pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Additionally, the Company intends to file with
the SEC a Form 15 requesting the termination of registration of the Company’s ordinary shares under Section 12(g) of the Exchange
Act and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Items 2.01 and
3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the completion of the Acquisition,
each of the Company’s outstanding ordinary shares was acquired by NCR for the Per Share Consideration pursuant to the Acquisition Agreement as set forth under Item 2.01 of this Current Report on Form 8-K, and holders of such Common Stock
ceased to have any rights as shareholders of the Company, except as provided in the Acquisition Agreement or by law.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth under Items 2.01, 3.01
and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Acquisition, a change in control
of the Company occurred, and the Company is now owned by NCR.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers. |
Directors
Each of the Company’s current directors
as of immediately prior to the effective time of the Acquisition on June 21, 2021 resigned as a director of the Company and ceased
to be a director of the Company. In connection with the Acquisition and upon the effective time of the Acquisition, Paul Carbonelli,
Erich B. Conrad, Paul Gullo and Angela Weinstein (the “Post-Closing
Directors”) were appointed as directors of the Company, effective June 21, 2021. Shareholders should be aware, as noted
in the Company’s definitive proxy statement filed with the SEC on June 1, 2021 (the “Annual
Meeting Proxy Statement”), in relation to its annual general meeting of shareholders to be held on June 30, 2021 (the
“Annual Meeting”), that, pursuant to the Scheme, NCR UK Group Financing
Limited has been appointed as attorney to exercise (in place of and to the exclusion of the Company’s shareholders) any voting
rights attaching to the Company’s shares acquired as a result of the Acquisition, including executing any form of proxy in
respect of such shares, in respect of any resolutions proposed at the Annual Meeting. It is expected that the voting rights
attaching to the Company's shares acquired as a result of the Acquisition will be exercised at the Annual Meeting in accordance with
the recommendations of the Post-Closing Directors, subject to regulatory approval.
Employment Mitigation Agreements
On June 16, 2021, the Company entered into agreements
with certain employees, including with each of Dan Antilley and Stuart MacKinnon (the “Executives”) in connection with
the transactions contemplated by the Acquisition Agreement (the “Employment Mitigation Agreement”).
The Employment Mitigation Agreement provides that,
if any payment, distribution or provision of a benefit by the Company or any of its affiliates to or for the benefit of Executive (a “Payment”),
(a) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or 1986, as amended (the “Code”),
or any interest or penalties with respect to such excise tax and (b) the net after-tax amount of such Payments, after Executive has paid
all taxes due thereon (including the excise tax and related amounts), would be less than the net after-tax amount of all such Payments
otherwise due to the Executive in the aggregate if such Payments were reduced to an amount equal to 2.99 times the Executive’s “base
amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of such Payments payable to the Executive shall
be reduced to an amount that will equal 2.99 times the Executive’s base amount.
Employment Agreement Amendment
On June 16, 2021, the Company also entered into
an agreement with Gary Ferrera (the “Ferrera Agreement”) to amend his employment agreement to provide that, for purposes
of determining the average annual bonus paid for the two calendar years prior to the termination date for Mr. Ferrera’s severance
calculation, his 2020 bonus will be deemed paid at target, as disclosed in the Company’s definitive merger proxy statement filed
with the SEC on March 30, 2021. The Ferrera Agreement became effective as of the Closing.
On June 21, 2021, the Company issued a press release
with NCR announcing the completion of the Acquisition. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated
by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
* The schedules/exhibits have been omitted from this filing
pursuant to Item 601(b)(2) and (10) of Regulation S-K, as applicable. The Company will furnish copies of any such schedules or exhibits
to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cardtronics plc |
| |
|
| Date: June 21, 2021 |
|
| |
By: |
/s/ Gary W. Ferrera |
| |
Name: Gary W. Ferrera |
| |
Title: Chief Financial Officer |
