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| [May 04, 2012] |
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EVERTEC, LLC and EVERTEC Finance Corp. Announce Receipt of Requisite Consents in Their Consent Solicitation for 11% Senior Notes Due 2018
SAN JUAN, Puerto Rico --(Business Wire)--
EVERTEC, LLC (formerly known as EVERTEC, Inc., "EVERTEC" or the "Company")
and EVERTEC Finance Corp. ("Finance Corp," and together with the
Company, the "Issuers") today announced that, pursuant to their
previously announced consent solicitation (the "Consent Solicitation")
with respect to the $210.5 million aggregate principal amount of the
Issuers' 11% Senior Notes due 2018 outstanding as of the record date of
April 27, 2012 (the "Existing Notes"), the Issuers have
received the consents ("Consents") of at least a majority of the
aggregate principal amount of all outstanding Existing Notes, excluding
for such purposes any Existing Notes owned by the Company or by any
person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuers (the "Requisite
Consents"), to amend the limitation on restricted payments covenant
in the indenture governing the Existing Notes (the "Indenture")
to provide the Issuers with additional dividend capacity of up to $270.0
million (the "Proposed Amendment"). The Consent Solicitation
expired at 5:00 p.m., New York City time, on May 4, 2012 (the "Expiration
Date").
Accordingly, the Issuers expect to promptly execute a supplemental
indenture on May 7, 2012 with respect to the Indenture reflecting the
Proposed Amendment (the "Supplemental Indenture"), which will
bind all holders of the Existing Notes. Pursuant to the terms of the
Supplemental Indenture, it will become effective immediately upon
execution, but the Proposed Amendment will become operative only upon
the payment by the Issuers of the aggregate cash payment equal to $25.00
per $1,000 principal amount of Existing Notes for which Consents to the
Proposed Amendment are validly delivered and unrevoked on or prior to
the Expiration Date (the "Consent Fee") to D.F. King & Co., Inc.,
as paying agent under the Consent Solicitation, on behalf of such
consenting holders of Existing Notes. The Issuers' obligation to accept
and pay the Consent Fee for valid and unrevoked Consents to the Proposed
Amendment is subject to the terms and conditions described in the
Consent Solicitation Statement, dated April 30, 2012, the accompanying
consent letter and Supplement No. 1 to the Consent Solicitation
Statement, dated May 4, 2012.
This press release is not a solicitation of Consents with respect to the
Existing Notes and does not set forth all of the terms and conditions of
the Consent Solicitation.
Any inquiries regarding the ConsentSolicitation may be directed to D.F.
King & Co., Inc., the Information, Tabulation and Paying Agent for the
Consent Solicitation, at (212) 269-5550 (collect) or (800) 714-3313
(toll free), or to the following solicitation agents for the Consent
Solicitation: Merrill Lynch, Pierce, Fenner & Smith Incorporated, at
(646) 855-3401 (collect) or (888) 292-0070 (toll free) and Morgan
Stanley & Co. LLC, at (212) 761-1057 (collect) or (800) 624-1808 (toll
free).
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 regarding the Consent
Solicitation constitute "forward-looking statements" within the meaning
of, and subject to the protection of, the Private Securities Litigation
Reform Act of 1995. 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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