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EVTC > SEC Filings for EVTC > Form 8-K on 13-Dec-2013All Recent SEC Filings

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Form 8-K for EVERTEC, INC.


13-Dec-2013

Change in Directors or Principal Officers, Other Events, Financial Statements and E


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Offering described below, which was consummated on the date hereof, on December 10, 2013, Marc E. Becker and Matthew H. Nord resigned from the Board of Directors (the "Board") of EVERTEC, Inc. (the "Company"), subject to and effective upon the consummation of the Offering. Mr. Becker, who was appointed by Apollo, served as Chairman of the Board since April 17, 2012. Mr. Nord, who was appointed by Apollo, served as a director of the Company since April 17, 2012. As a result of the Offering, Apollo no longer owns any shares of the Company's common stock. Following the resignations, the Board consists of seven directors, including the Company's Chief Executive Officer and three independent directors. Mr. Becker's and Mr. Nord's resignations are not the result of any dispute or disagreement with the Company or any of its subsidiaries.



Item 8.01 Other Events.

On December 9, 2013, the Company issued a press release announcing the commencement of an underwritten public offering of shares of the Company's common stock by an affiliate of Apollo Global Management, LLC ("Apollo"), Popular, Inc. ("Popular"), and certain employees of the Company (collectively, the "Selling Stockholders") (the "Offering") and the Company's concurrent repurchase of $75 million of shares of its common stock from the underwriters (the "Repurchase").

On December 10, 2013, the Company issued a press release announcing the sale by the Selling Stockholders of 15,233,273 shares in the Offering and the concurrent Repurchase.

The Offering was consummated on December 13, 2013. The Selling Stockholders received all of the proceeds from the Offering and the Company repurchased its common stock at the price per share paid by the underwriters to purchase the shares from the Selling Stockholders in the Offering. The Company funded the share repurchase with approximately $25 million in cash on hand and approximately $50 million of borrowings under its revolving credit facility. Copies of the press releases are being filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number                                     Exhibit

 99.1       Press Release announcing commencement of public offering by selling
            stockholders and concurrent repurchase of common stock issued by
            EVERTEC, Inc., dated December 9, 2013.

 99.2       Press Release announcing sale by selling stockholders in public
            offering and concurrent repurchase of common stock issued by EVERTEC,
            Inc., dated December 10, 2013.


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