Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P., and Apollo Overseas Partners (Lux) IX, SCSP funds managed by Apollo Global Management, Inc. (NYSE:APO) made a non-binding proposal to acquire 80.5% stake in Cardtronics plc (NasdaqGS:CATM) for $1.1 billion on December 7, 2020. Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P., and Apollo Overseas Partners (Lux) IX, SCSP funds managed by Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire 80.6% stake in Cardtronics plc for $1.3 billion on December 15, 2020. Under the terms of transaction, the buyer consortium will acquire 80.6% stake at $31 per share. As per the definitive agreement, the buyer consortium will acquire 80.5% stake at $35 per share. The transaction price indicates an enterprise value of $2.3 billion, including net debt. 19.4% shares owned by HEC will not be part of the scheme. Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P. and Apollo Overseas Partners (Lux) IX, SCSP have committed to provide $845.4 million of equity commitment to finance the transaction. Additionally the transaction will be financed with a debt commitment, which is comprised of, a senior secured term loan facility in an aggregate principal amount of $1,200 million, a senior unsecured bridge facility in an aggregate principal amount of $450 million, and a senior secured revolving credit facility with an aggregate commitment of $300 million. RBC Capital Markets, LLC, Barclays Bank PLC, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. will act as joint bookrunners and joint lead arrangers for the Credit Facilities. In the event of termination, Cardtronics will pay $32.6 million and the buyers will pay a termination fee of $93.8 million.

As of December 31, 2020, NCR Corporation made a proposal to acquire Cardtronics plc for $1.8 billion.

It is expected that Hudson Executive Capital LP, HEC Management GP LLC and Douglas L. Braunstein would reinvest or rollover a substantial portion of their shares in the acquiring entity and deliver a voting commitment for the proposal in connection with the execution of the definitive transaction documents. The transaction is not subject to a financing condition. Debt commitment letters have been executed by the consortium. The proposal is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements, the expiration of HSR and the approval of the transaction by Cardtronics's Board of Directors and approval by majority in number representing not less than seventy-five percent (75%) in value of shareholders of the Cardtronics and receipt of regulatory and court approvals. Founder & Managing Partner of Hudson Executive, Douglas L. Braunstein recused himself from the Cardtronics Board of Director discussions regarding the transaction. The other directors of the Board unanimously approved the terms of the transaction and recommend that Cardtronics shareholders vote in favor of the transaction. The transaction is expected to close in the first half of calendar year 2021.

Goldman Sachs & Co. LLC acted as fairness opinion provider and financial advisor and Michael J. Aiello, Jackie Cohen, David Avery-Gee, Aileen Kim, Lyuba Goltser, Devon Bodoh, Greg Featherman, Amy Rubin, Allison Liff, Tyler Silvey, Kaitlin Descovich, Alex Chelesnik, Dorothy Coco, Corey Chivers, Ariel Kronman, Karen Ballack, Megan Granger and Vadim Brusser of Weil, Gotshal & Manges LLP and Karen Davies, Nick Williamson, Tara Waters, Duncan Liddell and Bruce Macdonald, Kathrin Meier in Frankfurt and Paul Miller of Ashurst LLP acted as legal advisors to Cardtronics. RBC Capital Markets, Barclays Bank PLC and Mizuho Bank, Ltd. are acting as financial advisors to Apollo and Hudson Executive. Taurie M. Zeitzer, Brian Scrivani, Gregory Ezring, Mark Wlazlo, Brian Janson, Manuel Frey, Matthew Goldstein, Danielle Penhall, Gabriella Toossi, Lisa Koff, Brad Okun, Brian Grieve, Lawrence Witdorchic, Nicole Tark, Lewis Clayton, Andrew Ehrlich, Daniel Juceam and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Richard Brand, Braden McCurrach, Joanna Valentine, Monica Lindsay, Jason Schwartz, Adam Blakemore and David Teigman of Cadwalader, Wickersham & Taft LLP are acting as legal advisors to Apollo and Hudson Executive, respectively. Georgeson LLC acted as the proxy solicitor to Cardtronics and will receive a fee of approximately $40,000 plus payment of certain fees and expenses for its services to solicit proxies as part of the transaction. Goldman Sachs will receive a transaction fee of $25 million, $5 million of which was payable upon announcement of the proposed acquisition and the remainder of which is contingent upon completion of the acquisition, plus a potential discretionary fee of $2.5 million.

Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P., and Apollo Overseas Partners (Lux) IX, SCSP funds managed by Apollo Global Management, Inc. (NYSE:APO) cancelled the acquisition of 80.5% stake in Cardtronics plc (NasdaqGS:CATM) on January 25, 2021. NCR Corporation entered into an agreement to acquire Cardtronics and NCR paid the termination fee of $32.6 million to Apollo entities on behalf of Cardtronics.