HOUSTON, Nov. 20, 2013 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM) today announced the pricing of $250 million aggregate principal amount of convertible senior notes due 2020 (the "Convertible Notes"). The Convertible Notes were offered 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 granted an option to the initial purchasers to purchase up to an additional $37.5 million aggregate principal amount of Convertible Notes, solely to cover over-allotments. The Convertible Notes will pay interest semiannually at an annual rate of 1.00% and will be convertible into cash, shares of the Company's common stock or a combination thereof, at the Company's election, based on the applicable conversion rate at such time. The Convertible Notes have an initial conversion rate of 19.1022 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $52.35 per share of the Company's common stock), representing an initial conversion premium of approximately 25% above the closing price of $41.88 per share of the Company's common stock on November 19, 2013. 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. The Company expects to close the offering on or about November 25, 2013, subject to the satisfaction of various customary closing conditions.
In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated convertible note hedge transactions with the initial purchasers or their respective affiliates (in this capacity, the "hedge counterparties"). The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock initially underlying the Convertible Notes sold in the offering. The Company also entered into 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, with an initial strike price of approximately $73.29 per share, subject to certain adjustments, which is approximately 75% higher than the closing price of the Company's common stock on November 19, 2013. The warrants evidenced by the warrant transactions will be settled on a net-share or net-cash basis, at the Company's option. If the initial purchasers exercise their option to purchase additional notes, the Company intends 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 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 Company expects that to the extent the price per share of the Company's common stock exceeds the strike price of the warrants, the warrant transactions could have a dilutive effect with respect to the Company's common stock.
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