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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): April 4, 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 8.01 Other Events.
On April 4, 2007, Euronet Worldwide, Inc. issued a press release announcing
that (a) it had completed the acquisition of 100% of the issued and outstanding
common stock of RIA Envia, Inc. and (b) in connection with the closing of the
acquisition of RIA Envia, Inc., it had entered into a $290 million secured
syndicated credit facility consisting of a $190 million seven-year term loan and
a $100 million five-year revolving credit facility. The press release is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press release of Euronet Worldwide, Inc., dated
April 4, 2007.
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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
Executive Vice President - Chief Financial
Officer
Date: April 4, 2007
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Euronet Worldwide, Inc. dated April 4, 2007
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EURONET
WORLDWIDE News Release
[GRAPHIC]
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Corporate For Immediate Release Date: April 4, 2007
Headquarters
4601 College
Boulevard, Suite
300
Leawood,
Kansas 66211
USA
+1-913-327-4200
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Media Shruthi 1-913-327-4225 sdyapaiah@euronetworldwide.com
and Dyapaiah
Investor
Relations
Contact:
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Euronet Worldwide completes acquisition of RIA Envia, Inc., the third-largest
global money transfer company
LEAWOOD, KANSAS--April 4, 2007--Euronet Worldwide, Inc. ("Euronet" or the
"Company") (NASDAQ: EEFT), a leading electronic payments provider, today
announced the completion of its acquisition of RIA Envia, Inc. ("RIA"). With the
closing of the RIA acquisition, Euronet has established itself as the
third-largest global money transfer company, based upon the amount of money
transferred. In connection with the closing of the RIA acquisition, Euronet
entered into a $290 million secured syndicated credit facility consisting of a
$190 million seven-year term loan and a $100 million five-year revolving credit
facility (together as the "new Credit Facility").
Under the terms of the purchase agreement announced on November 21, 2006, as
amended, Euronet acquired 100% of RIA's common stock outstanding for $380
million in cash, 4,053,606 shares of Euronet common stock, 3,685,098 contingent
value rights and 3,685,098 stock appreciation rights. The initial value of
Euronet common stock for purposes of the contingent value rights and stock
appreciation rights was set at $27.136333 per share, based upon the average of
the daily high and low trading prices per share of Euronet common stock over the
30 trading days ending March 30, 2007. The $380 million in cash was funded
through cash from the Company's balance sheet and the net proceeds of the $190
million seven-year term loan.
The $190 million seven-year term loan bears interest at LIBOR plus 200 basis
points or prime plus 100 basis points and contains a 1% per annum principal
amortization requirement, payable quarterly, with the remaining balance
outstanding due at the end of year seven. The $100 million five-year revolving
line of credit will be priced initially at LIBOR plus 200 basis points or prime
plus 100 basis points, subject to a pricing grid that adjusts the spread each
quarter based upon the Company's consolidated total leverage ratio. Euronet's
new $100 million five-year revolving credit facility replaces its existing $50
million revolving credit facility.
The new Credit Facility may be expanded by up to an additional $150 million in
term loan and up to an additional $25 million for the revolving line of credit,
subject to satisfaction of certain conditions including pro forma debt covenant
compliance. The new
Credit Facility contains certain mandatory prepayments and contains customary
events of default and financial covenants, including leverage ratios. The
leverage ratios will step down over the next eighteen months thereby requiring
the Company to reduce its leverage.
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. 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.
About Euronet Worldwide
Euronet Worldwide is an industry leader in processing secure electronic
financial transactions. The Company offers outsourcing and consulting services,
integrated EFT software, network gateways, electronic prepaid top-up services to
financial institutions, mobile operators and retailers, as well as electronic
consumer money transfer and bill payment services. Euronet operates and services
the largest pan-European group of ATMs and operates the largest Indian shared
ATM network. Euronet is also one of the largest providers of prepaid processing,
or top-up services, for prepaid mobile airtime. The Company is a licensed
electronic money transmitter and bill payment company via Euronet Payments &
Remittance Inc. The Company has processing centers located in the U.S., Europe
and Asia, and processes electronic top-up transactions at more than 296,000
point-of-sale terminals across more than 161,000 retailers in Europe, Asia
Pacific, Africa and the U.S. With corporate headquarters in Leawood, Kansas,
USA, and 26 worldwide offices, Euronet serves clients in approximately 100
countries. Visit the Company's web site at www.euronetworldwide.com.
About RIA Envia, Inc.
Established in 1987, RIA is the third-largest global consumer-to-consumer
remittance company. Processing $4.5 billion in money transfers annually, RIA
originates transactions through a network of over 10,000 sending agents and 98
company-owned stores located throughout 13 countries in North America, the
Caribbean, Europe and Asia and terminates transactions through a payer network
of over 32,000 locations across 82 countries. RIA's primary services include
money transfer, bill payment, money orders and check cashing. RIA offers
transfers under the brands RIA Money Transfer, AFEX Money Express and Kim Phu
Money Transfer.