CPI Card Group Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
CPI Card Group Inc. (the “Company”), the Issuer (as defined below) and certain of its subsidiaries are currently in negotiations to refinance or extend the Issuer’s secured asset based revolving credit facility (“ABL Revolver”). The refinancing or extension is subject to market conditions and there is no assurance that the Issuer will be able to refinance or extend the ABL Revolver.
Item 8.01 Other Events.
On June 24, 2024 the Company issued a press release, made pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended (the “Securities Act”), announcing the commencement of a private offering by its wholly-owned subsidiary, CPI CG Inc. (the “Issuer”), subject to market and other conditions, of $285 million aggregate principal amount of senior secured notes due 2029 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Issuer intends to use the net proceeds from the offering, together with cash on hand, to redeem all of Issuer’s outstanding 8.625% senior secured notes due 2026 (the “2026 Notes”) and to pay related fees, premiums and expenses.
The Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act, or outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act. The issuance and sale of the Notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes and related guarantees 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 Current Report on Form 8-K (and the exhibit hereto) shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offers of the Notes and related guarantees will be made only by means of a private offering memorandum, and are not being made to any person in any jurisdiction in which such offer, sale or solicitation is unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CPI CARD GROUP, INC. | |
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Date: June 24, 2024 | By: | /s/ Jessica Browne |
| Name: | Jessica Browne |
| Title: | Acting Chief Legal and Compliance Officer |