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.
Item 8.01 Other Events.
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.
Exhibit No. Exhibit
2.1 Acquisition Agreement* (incorporated by reference to Exhibit 2.1 on
Form 8-K filed with the SEC on January 25, 2021).
99.1 Press Release dated June 21, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document).
* 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.
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