Euronet announces proposed private placement of $850M convertible senior notes

Euronet (EEFT) Worldwide intends to offer, subject to market conditions and other factors, $850M in aggregate principal amount of Convertible Senior Notes due 2030 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Euronet also intends to grant the initial purchasers of the notes an option to purchase, for settlement during the 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150 million in aggregate principal amount of the notes. The notes will be general unsecured obligations of Euronet and will accrue interest payable semiannually in arrears. Upon conversion, Euronet will pay or deliver, as the case may be, cash, shares of Euronet’s common stock or a combination of cash and shares of Euronet’s common stock, at its election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. Euronet expects to use the net proceeds from the offering to repay borrowings outstanding under its existing unsecured revolving credit facility. If the initial purchasers exercise their option to purchase additional notes, Euronet expects to use the net proceeds from the sale of the additional notes to repay additional indebtedness under its revolving credit facility or for other general corporate purposes. In connection with the offering, Euronet expects to use cash on hand to pay the cost of the capped call transactions described below and to repurchase up to $175 million of its common stock concurrently with the pricing of the offering in privately negotiated transactions as described below. If the initial purchasers exercise their option to purchase additional notes, Euronet expects to also use cash on hand to enter into additional capped call transactions with the option counterparties as described below. In connection with the pricing of the notes, Euronet expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions. The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Euronet’s common stock initially underlying the notes. The capped call transactions are generally expected to reduce the potential dilution to Euronet’s common stock upon any conversion of notes and/or offset any cash payments Euronet is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, Euronet expects the option counterparties or their respective affiliates to purchase shares of Euronet’s common stock and/or enter into various derivative transactions with respect to Euronet’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase the market price of Euronet’s common stock or the notes at that time.