0001193125-15-223297.txt : 20150716 0001193125-15-223297.hdr.sgml : 20150716 20150615155735 ACCESSION NUMBER: 0001193125-15-223297 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDTRONICS INC CENTRAL INDEX KEY: 0001277856 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760681190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-308-4000 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardtronics USA, Inc. CENTRAL INDEX KEY: 0001350168 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760419117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE, STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 281-596-9988 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE, STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: Cardtronics LP DATE OF NAME CHANGE: 20060119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATM NATIONAL LLC CENTRAL INDEX KEY: 0001425612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 010851708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 281-596-9988 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDTRONICS HOLDINGS LLC CENTRAL INDEX KEY: 0001425617 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043848807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0520 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 281-596-9988 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardtronics DR, LLC CENTRAL INDEX KEY: 0001571596 IRS NUMBER: 460757736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (832) 308-4000 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 CORRESP 1 filename1.htm Correspondence

Cardtronics, Inc.

3250 Briarpark Drive, Suite 400

Houston, Texas 77042

June 15, 2015

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549-7010

 

Attn: Gabriel Eckstein
     Division of Corporation Finance

 

Re: Registration Statement on Form S-4
     Filed June 5, 2015
     File No. 333-204778

Dear Mr. Eckstein:

This letter supplements the Registration Statement on Form S-4 (as amended, the “Registration Statement”) of Cardtronics, Inc. (the “Company”) with respect to an offer to exchange (the “Exchange Offer”) the Company’s 5.125% Senior Notes due 2022 (the “Outstanding Notes”), which were originally issued on July 28, 2014 to international and U.S. investors pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Outstanding Notes but which have been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. In connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), the Company hereby confirms and represents as follows:

1. The Issuer is registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), and Exxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).

2. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the No Action Letters or interpretative letters to similar effect and

Securities and Exchange Commission

June 15, 2015

Page 2

 

(ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.

3. The Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

4. Neither the Company nor any of its respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.

5. The Company will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer.

Securities and Exchange Commission

June 15, 2015

Page 3

 

If any additional supplemental information is required by the Staff, please contact the undersigned at (832) 308-4128 or Gillian A. Hobson of Vinson & Elkins L.L.P., whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

 

Very truly yours,
CARDTRONICS, INC.
By:

/s/ J. Chris Brewster

J. Chris Brewster
Chief Financial Officer
CARDTRONICS HOLDING, LLC
ATM NATIONAL, LLC
CARDTRONICS USA, INC.
CARDTRONICS DR, LLC
By:

/s/ J. Chris Brewster

J. Chris Brewster
Chief Financial Officer

Signature Page to Correspondence