Business Context and Reporting Period
This Form 8-K filing by EVERTEC, Inc. covers events occurring between December 9, 2013, and December 13, 2013. The report details the consummation of an underwritten public offering by selling stockholders and a concurrent share repurchase by the Company.
Key Financial Metrics and Capital Structure
- Share Repurchase: The Company repurchased $75 million worth of its common stock.
- Funding Sources: The repurchase was funded with approximately $25 million in cash on hand and approximately $50 million in borrowings under its revolving credit facility.
- Offering Volume: Selling Stockholders sold 15,233,273 shares of common stock.
- Proceeds: All proceeds from the offering were received by the Selling Stockholders; the Company received no proceeds from the sale.
Material Changes
- Board Composition: Marc E. Becker (Chairman) and Matthew H. Nord resigned from the Board of Directors effective December 10, 2013. The Board now consists of seven directors, including the CEO and three independent directors.
- Ownership Structure: Apollo Global Management, LLC no longer owns any shares of the Company's common stock following the offering.
- Liquidity and Debt: The Company increased its debt load by approximately $50 million to fund the share repurchase.
Management Commentary and Risks
Management stated that the resignations of Mr. Becker and Mr. Nord were not the result of any dispute or disagreement with the Company. The concurrent repurchase was executed at the same price per share paid by the underwriters to the Selling Stockholders. The filing does not provide specific forward-looking guidance or discuss new material risks beyond the execution of these transactions.
Key Facts for Investor Verification
- Verify the impact of the $50 million increase in borrowings on the Company's leverage ratios and liquidity position.
- Confirm the current composition of the Board of Directors following the departure of Apollo-appointed directors.
- Review the press releases (Exhibits 99.1 and 99.2) for the specific price per share at which the repurchase and offering were executed.
- Assess the remaining capacity under the Company's revolving credit facility after the $50 million drawdown.