UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018 (August 6, 2018)
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25346 | 47-0772104 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3520 Kraft Rd, Suite 300
Naples, FL 34105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (239) 403-4600
(Former name or former address, if changed since last report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On August 6, 2018, ACI Worldwide, Inc. (the “Company”) issued a conditional notice of redemption for all of its outstanding 6.375% Senior Notes due 2020 (the “2020 Notes”), which were issued pursuant to an Indenture, dated as of August 20, 2013, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
The 2020 Notes will be redeemed on September 5, 2018 (the “Redemption Date”) at a redemption price equal to the sum of 100% of the aggregate principal amount of the 2020 Notes plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption is conditioned on the closing of a new private offering of notes prior to the Redemption Date.
A notice of redemption is being delivered by the Trustee to all registered holders of the 2020 Notes.
The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On August 6, 2018, the Company issued a press release announcing the commencement of a private offering of the notes, subject to market and other conditions. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release dated August 6, 2018 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 6, 2018
| ACI WORLDWIDE, INC. | ||
| By: | /s/ Scott W. Behrens | |
| Name: | Scott W. Behrens | |
| Title: | Senior Executive Vice President, Chief Financial Officer, and Chief Accounting Officer | |
Exhibit 99.1
|
News Release |
ACI Worldwide, Inc. Announces Private Offering of Senior Notes
NAPLES, FLA—August 6, 2018—ACI Worldwide (Nasdaq: ACIW) today announced that it has commenced a private offering, subject to market and other conditions, of $300 million of Senior Notes due 2026 (the “notes”). The offering will be made to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. ACI intends to use the net proceeds of the offering, together with cash from its balance sheet, to redeem in full its outstanding 6.375% Senior Notes due 2020 (the “2020 notes”) and to pay accrued and unpaid interest on the 2020 notes.
The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release is not an offer to sell or the solicitation of an offer to buy the notes or the 2020 notes, nor shall there be any offer, solicitation, sale or purchase of the notes or the 2020 notes in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. This notice is being issued in accordance with Rule 135c under the Securities Act.
About ACI Worldwide
ACI Worldwide, the Universal Payments (UP) company, powers electronic payments for more than 5,100 organizations around the world. More than 1,000 of the largest financial institutions and intermediaries, as well as thousands of global merchants, rely on ACI to execute $14 trillion each day in payments and securities. In addition, myriad organizations utilize our electronic bill presentment and payment services. Through our comprehensive suite of software solutions delivered on customers’ premises or through ACI’s private cloud, we provide real-time, immediate payments capabilities and enable the industry’s most complete omni-channel payments experience.
Forward-Looking Statements
This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this press release include, but are not limited to, statements regarding the offering of the notes and the redemption of the 2020 notes.
All of the forward-looking statements contained in this release are expressly qualified by the ability of ACI to consummate the offering of the notes and the redemption of the 2020 notes, as well as the additional risk factors discussed in ACI’s filings with the Securities and Exchange Commission. For a detailed discussion of these risk factors, you should review ACI’s filings with the Securities and Exchange Commission, including its most recently filed Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q.
For more information contact:
John Kraft, Vice President, Investor Relations & Strategic Analysis
ACI Worldwide
239-403-4627
john.kraft@aciworldwide.com