Item 1.01. Entry into a Material Agreement.
On May 22, 2019, the Euronet Worldwide, Inc. (the “Company”) completed the public offering of €600 million aggregate principal amount (the “Offering”) of the Company’s 1.375% Senior Notes due 2026 (the “Notes”). On May 17, 2019 the Company executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Company, Merrill Lynch International, Barclays Bank PLC and Wells Fargo Securities International Limited, as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to the Offering. The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on FormS-3ASR (FileNo. 333-231252), as supplemented by the prospectus supplement dated May 17, 2019, previously filed with the Securities Exchange Commission (the “Commission”) under the Securities Act. The Notes were issued pursuant to an indenture, dated as of May 22, 2019 (the “Base Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by a supplemental indenture, dated as of May 22, 2019 (the “Supplemental Indenture”), between the Company and the Trustee.
Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations, warranties and covenants.
The Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes. The Notes rank equal in right of payment with all of the Company’s liabilities that are not so subordinated. The Notes rank effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes rank structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries. The Notes accrue interest at a rate of 1.375% per year from May 22, 2019, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption, to the persons in whose names the Notes are registered at the close of business on the May 7 (whether or not a business day) immediately preceding the applicable interest payment date.
The Company and its significant subsidiaries are subject to certain negative covenants under the Supplemental Indenture. The provisions of the Supplemental Indenture limit among other things, (i) the Company’s ability to consolidate, merge or transfer substantially all of its assets, (ii) the ability of the Company and its significant subsidiaries to create or permit to exist any lien on any principal property and (iii) the ability of the Company and its significant subsidiaries to enter into any sale and lease-back transaction with respect to any principal property. The Base Indenture and Supplemental Indenture also contain customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other events of default under the Base Indenture and Supplemental Indenture occur and are continuing, the Trustee or holders of not less than 25% in principal amount of then outstanding Notes may declare all of the Notes due and payable immediately.
