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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): September 28, 2005
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22167 74-2806888
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4601 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number, including area code)
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:
|_| 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))
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Item 1.01 Entry into a Material Definitive Agreement
On September 28, 2005, Euronet Worldwide, Inc. ("Euronet") entered into a
purchase agreement with Bank of America Securities LLC (the "Initial
Purchaser"). Pursuant to the Purchase Agreement, Euronet agreed to sell $155
million aggregate principal amount of its 3.50% Convertible Debentures Due 2025
(the "Debentures") to the Initial Purchaser. In addition, the Initial Purchaser
was granted an option to purchase up to $20 million aggregate principal amount
of additional Debentures.
The closing of the sale of the Debentures, including the Debentures issued under
the option granted to the Initial Purchaser, is expected to occur on October 4,
2005. The Debentures were not registered under the Securities Act of 1933, as
amended (the "Securities Act"), and were sold to the Initial Purchaser in
reliance on the exemption from registration provided by Section 4 (2) of the
Securities Act. The Initial Purchaser of the Debentures then sold the Debentures
to qualified institutional buyers pursuant to the exemption from registration
provided by Rule 144A under the Securities Act. Euronet relied on these
exemptions from registration based on representations made by the Initial
Purchaser in the Purchase Agreement.
The Debentures will bear interest at a rate of 3.50% per annum. Euronet will pay
interest on the Debentures on April 15 and October 15 of each year, beginning
April 15, 2006. Beginning with the period commencing on October 15, 2012 and
ending on April 14, 2013, and for each of the six-month periods thereafter
commencing on April 15, 2013, Euronet will pay contingent interest during the
applicable interest period if the average trading price of a Debenture during a
five trading-day period preceding such applicable interest period equals or
exceeds 120% of the principal amount of the Debentures. The contingent interest
payable per Debenture in respect of any applicable interest period will equal
0.35% per annum of the average trading price of a Debenture for such five
trading-day period. The Debentures will mature on October 15, 2025.
The Debentures will be convertible at the holder's option into shares of Euronet
common stock, par value $0.02 per share, if:
(1) during any fiscal quarter commencing after December 31, 2005 (and only
during such fiscal quarter), if the closing price of Euronet's common
stock for at least 20 trading days in the 30 trading-day period ending on
the last trading day of the preceding fiscal quarter was 130% or more of
the conversion price of the Debentures on that 30th trading day;
(2) during the five business day period after any five consecutive trading
day period (the "measurement period") in which the trading price per
Debenture for each day of such measurement period was less than 98% of the
product of the closing price of our common stock and the conversion rate
for the Debentures; provided, however, Holders may not convert their
Debentures in reliance on this provision after October 15, 2020 if on any
trading day during such measurement period the closing price of shares of
our common stock was between 100% and 130% of the conversion price of the
Debentures; ,
(3) Euronet has called the Debentures for redemption or
(4) specified corporate transactions occur.
Subject to the above conditions, each $1,000 principal amount of Debentures will
be convertible into 24.7036 shares (equivalent to an initial conversion price of
approximately $40.48 per share of common stock), subject to adjustment as
described in this Offering Memorandum.
If a change of control of Euronet occurs on or prior to October 20, 2012,
Euronet will increase the conversion rate by a number of additional shares of
common stock or, in lieu thereof, Euronet may in certain circumstances elect to
adjust the conversion rate and related conversion obligation so that the
Debentures are convertible into shares of the acquiring or surviving company.
Euronet may redeem some or all of the Debentures for cash at any time on or
after October 20, 2012 at 100% of their principal amount, plus accrued and
unpaid interest, including contingent interest, if any, and liquidated damages,
if any. Holder may require Euronet to repurchase all or a portion of their
Debentures on October 15, 2012, 2015 and 2020, at a price equal to the principal
amount of the Debentures to be repurchased, plus accrued and unpaid interest,
including contingent interest, if any, and liquidated damages, if any, to the
repurchase date. Holders may require us to repurchase all or a portion of the
Debentures upon the occurrence of a change of control (as defined in the
indenture related to the Debentures). Euronet has agreed to file a shelf
registration statement for the resale by investors of the Debentures and
Euronet's common stock issuable upon conversion of the Debentures.
The Debentures will be unsecured obligations and will be subordinated in right
of payment to obligations under Euronet's secured credit facilities and will be
effectively subordinated to all of Euronet's other existing and future secured
debt and to the indebtedness and other liabilities of our subsidiaries. The
Debentures will not be subordinated in right of payment to Euronet's existing
convertible debentures.
Euronet intends to use the net proceeds of the offering for general corporate
purposes, which may include share repurchases, acquisitions of non-U.S. entities
or other strategic investments.
In connection with the sale of the Debentures, Euronet will enter into a
registration rights agreement with the Initial Purchaser. Pursuant to the
registration rights agreement, Euronet will file a shelf registration statement
with the Securities and Exchange Commission covering resales of the Debentures
and Euronet's common stock issuable upon conversion of the Debentures. If
Euronet fails to comply with certain of its obligations under the registration
rights agreement, it will be required to pay liquidated damages to the holders
of the Debentures.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 1.01, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01, which is incorporated herein by reference.
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.
EURONET WORLDWIDE, INC.
By: /s/ Rick L. Weller
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Rick L. Weller
Chief Financial Officer
Date: September 30, 2005