Euronet Worldwide Announces Proposed Private Offering Of $350M Of Convertible Senior Notes

Euronet Worldwide, Inc. ("Euronet" or the "Company")

, a leading electronic payments provider, today announced that it intends to offer, subject to market and other conditions, $350 million aggregate principal amount of convertible senior notes due 2044 (the "Notes") in a private offering. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Euronet also plans to grant to the initial purchasers a 13-day option to purchase up to an additional $52.5 million aggregate principal amount of the Notes. BofA Merrill Lynch and Wells Fargo Securities are acting as initial purchasers in the offering. Euronet intends to use the net proceeds from the offering of the Notes together with cash on hand, if necessary, to fund the repurchase of up to $80 million of its common stock prior to or concurrently with the pricing of the offering in privately negotiated transactions and to repay borrowings outstanding under its revolving credit facility. Euronet intends to apply the remainder of the net proceeds, if any, for general corporate purposes, which may include additional share repurchases or acquisitions. These repurchases are in addition to Euronet's previously announced $100 million share repurchase program. With respect to repurchases of its common stock effected prior to the pricing of the offering, Euronet expects the purchase price per share to equal the prevailing market price of its common stock at the time of such purchase. With respect to repurchases of its common stock effected concurrently with the pricing of the offering, Euronet expects the purchase price per share of the common stock repurchased in such transactions to equal the closing price per share of Euronet common stock on the date of the pricing of the offering. These repurchases could increase, or prevent a decrease in, the market price of Euronet common stock or the Notes. In addition, following the offering, Euronet may repurchase additional shares of its common stock pursuant to its stock repurchase program. The Notes will mature on October 1, 2044, unless earlier repurchased, redeemed or converted. The Notes will be convertible only upon the occurrence of certain events and during certain periods. Upon any conversion, Euronet's conversion obligation will be settled in cash, shares of Euronet common stock, or a combination of cash and shares of Euronet's common stock, at Euronet's election. The Notes will be subject to redemption for cash at Euronet's option on and after April 5, 2018, subject to certain conditions. In addition, holders will be able to cause Euronet to repurchase the Notes for cash in October of 2020, 2024, 2029, 2034 and 2039, and upon the occurrence of certain events. The interest rate on, the initial conversion rate of, and other terms of the Notes will be determined by negotiations between Euronet and the initial purchasers of the Notes. Beginning on October 1, 2020, holders will receive contingent interest for certain periods if the trading price of the Notes exceeds a certain threshold. Any contingent interest payable on the Notes will be in addition to the regular interest payable on the Notes. The Notes will be unsecured obligations of Euronet, effectively junior in right of repayment to Euronet's secured credit facilities and any secured renewal, refinancing or replacement thereof to the extent of the assets securing such indebtedness. The Notes and the shares of Euronet common stock issuable upon conversion thereof, if any, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.