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| [May 02, 2012] |
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EVERTEC, LLC and EVERTEC Finance Corp. Announce Pricing of $40 Million of Tack-on Senior Notes
SAN JUAN, Puerto Rico --(Business Wire)--
EVERTEC, LLC (formerly known as EVERTEC, Inc., "EVERTEC" or the "Company")
and EVERTEC Finance Corp., a wholly owned subsidiary of EVERTEC ("Finance
Corp," and together with the Company, the "Issuers"),
announced today the pricing for their offering of $40 million aggregate
principal amount of 11% Senior Notes due 2018 (the "New Notes")
in a private offering that is exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act").
The New Notes will be sold at a price equal to 105% of their principal
amount plus accrued interest from April 1, 2012. The New Notes will be
issued as additional debt securities under an indenture pursuant to
which EVERTEC previously issued $220 million aggregate principal amount
of 11% Senior Notes due 2018, of which $210.5 million principal amount
remains outstanding. The offering of New Notes is expected to close on
May 7, 2012, subject to the satisfaction or waiver of customary closing
conditions.
The gross proceeds from the offering of New Notes are expected to be
placed in escrow pending the satisfaction or waiver of certain
conditions, including, among others, EVERTEC's incurrence of up to $170
million in new term loan borrowings under its existing senior secured
credit facilities (for which it is currently seeking commitments),
obtaining the consent of the lenders to amend the credit agreement
governing the senior secured credit facilities and receipt of the
requisite consents from holders of the existing 11% Senior Notes
pursuant to the Issuers' consent solicitation separately announced today
(collectively, the "Escrow Conditions"). If the Escrow Conditions
are not satisfied or waived by the Issuers in their sole discretion on
or prior to May 18, 2012, the New Notes will be subject to special
mandatory redemption at a price equal to 100% of the gross proceeds of
the offering (which includes accrued interest from April 1, 2012 to, but
not including, the closing date of the offering).
The New Notes will be senior obligations of the Issuers and will be
guaranteed on a senior unsecured basis by all of EVERTEC's subsidiaries
that guarantee EVERTEC's senior secured credit facilities and the
existing 11% Senior Notes. EVERTEC intends to use the proceeds from the
offering of the New Notes, together with cash on hand and additional
amounts borrowed under its senior secured credit facilities, to pay a
cash dividend to its parent and pay related fees and expenses.
The New Notes have not been registered under the Securities Act or the
securities laws of any other jurisdiction. As a result, the New Notes
may not be offered or sold in the United States or to any U.S. persons
except pursuant to an applicable exemption from, or in a transaction ot
subject to, the registration requirements of the Securities Act and
other applicable securities laws. The New Notes will be offered only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons outside the United States under
Regulation S under the Securities Act.
This press release is for informational purposes and does not constitute
an offer to sell, or a solicitation of an offer to buy, the New Notes,
nor shall there be any sale of New Notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. Any offers of the New Notes have been made only by means
of a confidential offering memorandum.
About EVERTEC, LLC
EVERTEC, LLC and its subsidiaries are a diversified processing
business, offering transaction and payment processing, merchant
acquiring and processing and business process management solutions
services in Puerto Rico and certain countries throughout the Caribbean
and Latin America. EVERTEC owns and operates the ATH network, the
leading debit payment and automated teller machine ("ATM") network in
Puerto Rico. EVERTEC's products and services include point-of-sale
processing, network and switch services, ATM driving services, core bank
processing, business process outsourcing solutions, technology
infrastructure management, and merchant acquiring services.
Headquartered in San Juan, Puerto Rico, EVERTEC has approximately 1,500
employees in seven countries throughout the Caribbean and Latin America.
EVERTEC is 51% owned by an affiliate of Apollo Global Management, LLC, a
leading private equity and capital markets investor, and 49% owned by
Popular, Inc., the largest financial institution in Puerto Rico and the
Caribbean. For more information about EVERTEC, please visit www.evertecinc.com.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking
statements" within the meaning of, and subject to the protection of, the
Private Securities Litigation Reform Act of 1995, including those
statements regarding the completion of the proposed offering of New
Notes and the intended use of proceeds therefrom. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of EVERTEC to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise
include the words "believes", "expects", "anticipates", "intends",
"projects", "estimates" and "plans" and similar expressions of future or
conditional verbs such as "will", "should", "would", "may" and "could"
are generally forward-looking in nature and not historical facts. Any
statements that refer to expectations or other characterizations of
future events, circumstances or results are forward-looking statements.
Various factors that could cause actual future results and other future
events to differ materially from those estimated by management include,
but are not limited to: our high level of indebtedness and restrictions
contained in our debt agreements; our ability to generate sufficient
cash to service our indebtedness and to generate future profits; our
reliance on our relationship with Popular for a significant portion of
our revenues; our ability to renew our client contracts on terms
favorable to us; our dependence on our processing systems, technology
infrastructure, security systems and fraudulent payment detection
systems; our ability to develop, install and adopt new technology; a
decreased client base due to consolidations in the banking and financial
services industry; the credit risk of our merchant clients, for which we
may also be liable; the continuing market position of the ATH network;
our dependence on credit card associations; changes in the regulatory
environment and changes in international, legal, political,
administrative or economic conditions; the geographical concentration of
our business in Puerto Rico; operating an international business in
multiple regions with potential political and economic instability; our
ability to execute our expansion and acquisition strategies; our ability
to protect our intellectual property rights; our ability to recruit and
retain qualified personnel; our ability to comply with federal, state
and local regulatory requirements; and evolving industry standards.
Consideration should be given to the areas of risk described above, as
well as those risks set forth under the headings ? "Forward-Looking
Statements" and "Risk Factors" in the Company's Annual Report on Form
10-K for the year ended December 31, 2011 filed with the Securities and
Exchange Commission ("SEC (News - Alert)") on March 27, 2012, and in the other reports
the Company files with the SEC from time to time, in connection with
considering any forward-looking statements that may be made by us and
our businesses generally. We undertake no obligation to release publicly
any revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events unless we are required to
do so by law.

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