SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 20, 2019
(Exact name of registrant as specified in its charter)
England and Wales
(State or other jurisdiction
2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Schedule 13(a) of the Exchange Act. ☐
Title of each class
Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share
NASDAQ Stock Market
Item 8.01 Other Events.
On November 20, 2019, the Company’s Board of Directors authorized the repurchase of up to an additional $50 million under the Company’s share repurchase program. A copy of the Company's press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Exhibits.
The Exhibit Index is incorporated by reference herein.
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.
/s/ Gary W. Ferrera
Gary W. Ferrera
Chief Financial Officer
November 21, 2019
Cardtronics Announces Additional $50 Million Share Repurchase Authorization
HOUSTON, November 21, 2019 – Cardtronics plc (or “the Company”) today announced that its Board of Directors has authorized the Company to repurchase an additional $50 million of its Class A ordinary shares outstanding through December 31, 2020. With this additional $50 million authorization, the Board has cumulatively approved up to $100 million in share repurchases since March 2019, of which $50 million has been completed. Share repurchases under the authorization may be effected on behalf of the Company through open market transactions, privately negotiated transactions or otherwise, including pursuant to SEC trading rules. There is no guarantee as to the exact number of additional shares, if any, that may be repurchased by the Company under this authorization. The timing and extent of repurchases will depend upon several factors, including market and business conditions, valuation of shares, regulatory requirements and other corporate considerations, and repurchases may be suspended or discontinued at any time.
“We are pleased to announce this additional share repurchase authorization, having recently completed the previous $50 million share repurchase authorization that we announced in March of this year, which resulted in the repurchase of almost 4% of our outstanding shares. This additional share repurchase authorization reflects our continued confidence in the business and our ability to generate strong free cash flows. As we continue to execute on our growth strategy and reduce debt, this authorization will provide flexibility to opportunistically return capital to shareholders as part of our disciplined approach to capital allocation,” commented Edward H. West, chief executive officer.
About Cardtronics (Nasdaq: CATM)
Cardtronics is the trusted leader in financial self-service, enabling cash transactions at over 295,000 ATMs across 10 countries in North America, Europe, Asia-Pacific, and Africa. Leveraging our unmatched scale, expertise and innovation, top-tier merchants and businesses of all sizes use our ATM solutions to drive growth, in-store traffic, and retail transactions. Financial services providers rely on Cardtronics to deliver superior service at their own ATMs, on Cardtronics ATMs where they place their brand, and through Cardtronics' Allpoint Network, the world’s largest surcharge-free ATM network. As champions of cash, Cardtronics converts digital currency into physical cash, driving payments choice for businesses and consumers alike.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended and are intended to be covered by the safe harbor provisions thereof. These forward-looking statements are based on management’s current expectations and beliefs in light of currently available information, including concerning future developments and their potential effect on the Company, and there can be no assurance that future developments affecting the Company will occur as anticipated. The Company’s ability to repurchase shares will be affected by its ability to generate free cash flow at the levels anticipated and its ability to generate expected operating results. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and are based on assumptions that could cause actual results to differ materially from its historical results and present expectations or projections. Risk factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and those set forth from time-to-time in other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
Chief Marketing Officer
EVP – Treasurer
Cardtronics is a registered trademark of Cardtronics plc and its subsidiaries
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