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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): March 8, 2007
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31648 74-2806888
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
4601 College Boulevard, Suite 300
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 Agreement.
On March 8, 2007, Euronet Worldwide, Inc. (the "Company"), entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain accredited
investors (the "Investors") pursuant to which the Company agreed to issue and
sell 6,374,528 shares (the "Shares") of its Common Stock, par value $0.02, in a
private placement (the "Offering"). The closing of this offering is subject to
customary closing conditions. The Company expects the Offering to close on March
12, 2007.
The offering price for the Shares was $25.00 per Share. The gross proceeds
of the Offering were approximately $159.36 million. The Company has agreed to
pay the placement agent for the Offering, Banc of America Securities LLC, a
commission of approximately [$4.93] million. The Company expects that the net
proceeds of the Offering, after deducting commissions and estimated expenses,
will be approximately [$154.43] million. The Company currently anticipates using
the proceeds from the private placement for future acquisitions and other
general corporate purposes. One of the acquisition candidates being considered,
which is complimentary to one of the Company's divisions, would represent a
significant acquisition for the Company. That particular candidate is running an
auction process and the Company is considering whether to submit a bid, which
would only be made if it is with a strategic joint venture partner. If such a
joint venture is formed and is the successful bidder in that auction, the
Company's part of the consideration would include cash and assumption of
liabilities and would be funded through a combination of the proceeds of the
Offering and available cash and potential borrowings. The financial impact of
this acquisition on us is difficult to predict because it would depend on the
purchase price, the cost of any debt acquisition financing, the synergies and
other financial benefits from the acquisition and the structure of the joint
venture. Accordingly, it is possible that the transaction may be dilutive to our
earnings per share in the early term of the investment. There can be no
assurance that the Company will make a bid in the auction, or if made, that the
Company will be successful in completing the transaction. Until the proceeds are
utilized as described above, they will be invested in short term investments.
Therefore, while so invested and based on current short term interest rates,
this Offering is not expected to result in dilution to the Company's first
quarter 2007 earnings per share as discussed in our press release dated February
20, 2007.
Pursuant to the Purchase Agreement, the Company agreed to, among other
things, use its reasonable best efforts to prepare and file with the Securities
and Exchange Commission a registration statement covering the resale of the
Shares, on or before April 7, 2007, on an automatically effective "shelf"
registration statement on Form S-3. The Company's failure to meet certain of its
obligations under the Purchase Agreement could subject the Company to fees and
penalties.
The Offering was made in reliance on the exemption from registration
provided in Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 of Regulation D promulgated under the Securities
Act ("Regulation D"). The Shares to be sold in the Offering were not offered by
any form of general solicitation or general advertising. Each of the Investors
represented to the Company that it is an accredited investor, as defined by Rule
501 of Regulation D. Certificates representing the purchased Shares issued in
connection with the Offering will contain appropriate legends to reflect the
restrictions on transfer imposed by the Securities Act.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE OFFERING AND THE
COMPANY'S INTENDED USE OF THE
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PROCEEDS FROM THE OFFERING. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE
COMPANY'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANY'S FORWARD
LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01, which is incorporated herein by reference.
Item 8.01 Other Events.
A copy of the Company's press release announcing the transaction described in
Item 1.01 is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
Number Description
99.1 Press Release, dated March 8, 2007
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: March 8, 2007
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INDEX TO EXHIBITS
Exhibit Description
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99.1 Press Release, dated March 8, 2007
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[SMH Draft 3/5/2007 Press Release Announcing Agreement]
Euronet
Worldwide
Logo
News Release
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Corporate Headquarters For Immediate Release Date: March 8, 2007
4601 College Boulevard, Suite 300
Leawood, Kansas 66211 USA
+1-913-327-4200
Media and Investor
Relations Contact: Shruthi Dyapaiah 1-913-327-4225 sdyapaiah@euronetworldwide.com
Euronet Worldwide Announces Offering of $159.36 Million of Common Stock
LEAWOOD, KANSAS--March 8, 2007--Euronet Worldwide, Inc. (NASDAQ: EEFT), a
leading electronic payments provider, announced that today it entered into a
definitive agreement with several institutional investors in a private placement
transaction to issue and sell 6,374,528 shares of its common stock. Euronet
expects the private placement to close March 12, 2007, subject to customary
closing conditions.
The common shares were offered at a price of $25.00 per share for a gross
offering proceeds of $159.36 million. Euronet currently anticipates using the
proceeds from the private placement for future acquisitions and other general
corporate purposes. One of the acquisition candidates being considered, which is
complimentary to one of Euronet's divisions, would represent a significant
acquisition for Euronet. That particular candidate is running an auction process
and Euronet is considering whether to submit a bid, which would only be made if
it is with a strategic joint venture partner. If such a joint venture is formed
and is the successful bidder in that auction, Euronet's part of the
consideration would include cash and assumption of liabilities and would be
funded through a combination of the proceeds of the Offering and available cash
and potential borrowings. The financial impact of this acquisition on us is
difficult to predict because it would depend on the purchase price, the cost of
any debt acquisition financing, the synergies and other financial benefits from
the acquisition and the structure of the joint venture. Accordingly, it is
possible that the transaction may be dilutive to our earnings per share in the
early term of the investment. There can be no assurance that Euronet will make a
bid in the auction, or if made, that Euronet will be successful in completing
the transaction. Until the proceeds are utilized as described above, they will
be invested in short term investments. Therefore, while so invested and based on
current short term interest rates, this private placement is not expected to
result in dilution to Euronet's first quarter 2007 earnings per share as
discussed in our press release dated February 20, 2007.
This press release does not constitute an offer to sell or the solicitation of
any offer to buy any securities. The offering was made only to accredited
investors in accordance with Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 of Regulation D promulgated under
the Securities Act. The securities offered in the private placement were not
offered by any form of general solicitation or general advertising. The
securities offered have not been registered under the Securities Act, or any
state securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the
federal securities laws that involve risks and uncertainties. Such
forward-looking statements include the expectations, plans or prospects for
Euronet, including whether or not Euronet will consummate the private placement,
the anticipated terms of the securities to be offered, and the anticipated use
of proceeds of the offering. The statements made by Euronet are based upon
management's current expectations and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. These risks and uncertainties
include market conditions and other factors beyond Euronet's control and the
risk factors and other cautionary statements discussed in Euronet's filings with
the U.S. Securities and Exchange Commission (the "SEC") including but not
limited to Euronet's Annual Report on Form 10-K for the period ended December
31, 2006. Copies of this filing may be obtained by contacting Euronet or the
SEC. Euronet does not intend to update these statements and undertakes no duty
to any person to effect any such update under any circumstances.