8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event report): August 6, 2013

EVERTEC, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Puerto Rico	001-35872	66-0783622
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

Cupey Center Building, Road 176 Kilometer 1.3, San Juan, Puerto Rico	00926
(Address of principal executive offices)	(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2013, a subsidiary of Popular, Inc. (“Popular”) sold all of the issued and outstanding stock (the “TRANRED Sale”) of TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A. (“TRANRED”) to an unaffiliated third party (the “Purchaser”). In connection with the TRANRED Sale, EVERTEC Group, LLC (“EVERTEC Group”), a subsidiary of EVERTEC, Inc. (the “Company”), entered into agreements on July 31, 2013 with two stockholders of the Company, Popular and AP Carib Holdings, Ltd. (“AP Carib”).

Popular, EVERTEC Group and TRANRED entered into an agreement (the “Termination Agreement”) to terminate, subject to certain obligations surviving such termination, the Venezuela Transition Services Agreement dated as of September 29, 2010, as amended, pursuant to which EVERTEC Group provided transition services to TRANRED. EVERTEC Group and/or its subsidiaries will continue to provide services to TRANRED following the TRANRED Sale through a new services agreement entered into between a subsidiary of EVERTEC Group and the Purchaser.

EVERTEC Group, Popular and AP Carib also entered into an amendment (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger dated as of June 30, 2010, as amended. Among other things, the Merger Agreement Amendment limits the scope of certain of Popular’s indemnity obligations to EVERTEC Group, AP Carib and the other indemnified parties thereunder, to the extent related to TRANRED and its business, to any indemnifiable losses that arise out of or are related to the ownership, conduct and operation of TRANRED or its business on or before the date of the TRANRED Sale.

The description of the Termination Agreement and the Merger Agreement Amendment contained herein is qualified in its entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
10.1	Agreement for Termination of Transition Services Agreement, dated as of July 31, 2013, by and among Popular, Inc., EVERTEC Group, LLC and TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A.
10.2	Letter Agreement re: amendment to Merger Agreement, dated as of July 31, 2013, by and among Popular, Inc., EVERTEC Group, LLC (on behalf of itself and as successor in interest to Carib Acquisition, Inc.) and AP Carib Holdings, Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EVERTEC, Inc. (Registrant)
Date: August 6, 2013	By:	/s/ Juan J. Roman
	Name:	Juan J. Roman
	Title:	Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
10.1	Agreement for Termination of Transition Services Agreement, dated as of July 31, 2013, by and among Popular, Inc., EVERTEC Group, LLC and TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A.
10.2	Letter Agreement re: amendment to Merger Agreement, dated as of July 31, 2013, by and among Popular, Inc., EVERTEC Group, LLC (on behalf of itself and as successor in interest to Carib Acquisition, Inc.) and AP Carib Holdings, Ltd.

EX-10.1

Exhibit 10.1

AGREEMENT FOR TERMINATION OF TRANSITION SERVICES AGREEMENT

This Agreement for Termination of Transition Services Agreement (the “Termination Agreement”) is made as of July 31, 2013 (the “Effective Date”) by and among POPULAR, INC., a bank holding company organized under the laws of the Commonwealth of Puerto Rico (“Popular”), EVERTEC GROUP, LLC., a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), and TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A., a mercantile company organized under the laws of the Bolivarian Republic of Venezuela (“TRANRED”).

WITNESSETH:

WHEREAS, Popular, EVERTEC and TRANRED are parties to that certain Venezuela Transition Services Agreement dated as September 29, 2010, amended on July 1, 2011, and further amended on March 9, 2012 (“Transition Services Agreement”), pursuant to which EVERTEC provides certain Transition Services (as defined in the Transition Services Agreement) to TRANRED in connection with its financial transaction processing business in Venezuela;

WHEREAS, under the terms of the Transition Services Agreement, Popular agreed to indemnify and hold harmless EVERTEC for any material breach by Popular and/or TRANRED of the Transition Services Agreement and for any actions taken by EVERTEC at the direction of either Popular or TRANRED;

WHEREAS, Popular International Bank, Inc., an international banking entity organized under the laws of the Commonwealth of Puerto Rico (“PIBI”), is the owner of one hundred percent of the issued and outstanding stock of TRANRED, and PIBI, in turn, is a wholly owned subsidiary of Popular;

WHEREAS, PIBI and FINANCIERA FINANGENTE, S.A (“FINANGENTE”) entered into an agreement dated as of July 23, 2013 to sell all of the issued and outstanding stock of TRANRED to FINANGENTE (the “Stock Purchase Agreement”), and PIBI and FINANGENTE have effected the closing of the transactions contemplated in the Stock Purchase Agreement as of the Effective Date; and

WHEREAS, Popular, EVERTEC and TRANRED desire to terminate the Transition Services Agreement, as well as establish additional agreements as a result of such termination, in accordance with the terms and conditions set forth herein.

NOW THEREFORE, the parties agree as follows:

1. Termination of Transition Services Agreement. The parties hereby agree that, except as set forth below, the Transition Services Agreement be terminated as of the Effective Date.

2. Confidentiality. The Transition Services Agreement shall be amended to add a new Section 7.2(d) as follows: “7.2(d) Notwithstanding anything in the Transition Services Agreement or any other agreement to the contrary, nothing herein shall prohibit EVERTEC or Popular from disclosing any Information of TRANRED or the Termination Agreement to (a) a Government Entity, (b) as required by Law (including International Trade Laws and applicable securities

Law) or in connection with a legal proceeding or process, or (c) from voluntarily disclosing Information to relevant Government Entities, including OFAC, in order to respond to information requests issued by the Government Entity or to qualify for mitigation from penalties for potential violations of Law, provided, however, that such the Receiving Party must notify the Disclosing Party of the disclosure prior to disclosing such Information and with reasonable time for the Disclosing Party to prepare a response.

3. Survival. Notwithstanding the provisions of Section 6.1(g), upon termination of the Transition Services Agreement, the parties agree that, to the extent applicable:

a. Article I (Definitions), Article V (Indemnification; Limitation of Liability), Article VII (Confidentiality), Article VI (Termination; Force Majeure), Article VIII (Books and Records), Article IX (Disputes) and Article X (Miscellaneous) (except for Section 10.6, which shall terminate concurrently with the termination of the Transition Services Agreement) (collectively, together with the matters set forth in Section 3.b of this Termination Agreement, the “Surviving Matters”), shall survive the termination of the Transition Services Agreement for all parties to the Transition Services Agreement provided however, that the parties agree that their respective indemnification obligations under Article V of the Transition Services Agreement shall survive (1) except for the Surviving Matters, solely with respect to those matters arising out of or related to performance, non-performance, or of a party’s obligations, covenants, representations, warranties on or before the Effective Date and (2) with respect to the Surviving Matters without limitation as to time; and

b. Section 2.12 (Compliance with Law) and Section 4.1(b) (IT Systems) shall survive the termination of the Transition Services Agreement (1) with respect to a party’s performance, non-performance or breach on or prior to the Effective Time shall survive termination of the Transition Services Agreement without limitation as to time for all parties and (2) with respect to a party’s performance, non-performance or breach following the Effective Time shall survive termination of the Transition Services Agreement for TRANRED and EVERTEC only.

4. Additional Agreements. Following termination of the Transition Services Agreement, the parties acknowledge that TRANRED will have and be in control of records, including electronic and paper records and data, which relate to the Business and to which EVERTEC may need access subsequent to the Effective Date in order to address any legal proceeding, legal or regulatory requirement or other legitimate business concern of EVERTEC. TRANRED agrees to retain all such records for the period of time (the “Retention Period”) such records are required to be maintained pursuant to (i) applicable Law and/or (ii) written notification to TRANRED by EVERTEC (each, a “Preservation Notice”). Upon receipt of a Preservation Notice, TRANRED agrees to provide EVERTEC access to all records and to furnish copies thereof which EVERTEC requests in the Preservation Notice and within the time period specified therein. TRANRED agrees to maintain all such documents to facilitate access to EVERTEC during the Retention Period. Furthermore, TRANRED agrees to ensure that employees with personal knowledge of relevant matters are available upon reasonable advance notice during normal business hours to provide EVERTEC with information relevant to Preservation Notices. TRANRED agrees to designate one or more

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employees to serve as points of contact with respect to responding to Preservation Notices. Popular agrees to assist EVERTEC in enforcing EVERTEC’s rights with respect to the foregoing.

5. Agreement Binding. This Termination Agreement is binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, representatives, successors, and assigns.

Signatures on Next Page.

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IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed and delivered by their respective officers thereunto on the date first above written.

POPULAR, INC.	EVERTEC GROUP, LLC
/s/ Iván Pagán	/s/ Mike Vizcarrondo
Iván Pagán	Mike Vizcarrondo
Senior Vice President	Executive Vice President
TARJETAS Y TRANSACCIONES EN RED TRANRED, C.A.
/s/ Iván Pagán
Iván Pagán
President

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EX-10.2

Exhibit 10.2

July 31, 2013

Mr. Scott Ross

AP Carib Holdings, Ltd.

c/o Apollo Management VII, L.P.

9 West 57^th Street, 43^rd Floor

New York, New York 10019

Dear Mr. Ross:

Reference is herein made to that certain Agreement and Plan of Merger dated as of June 30, 2010, among AP Carib Holdings, Ltd. (“Apollo”), Popular, Inc. (“Popular”), EVERTEC, Inc. (now known as EVERTEC Group, LLC) (“EVERTEC”), AP Carib Holdings, Ltd., (“AP Carib”) and Carib Acquisition, Inc. (which has been succeeded in interest by operation of merger by EVERTEC) (“Carib”)), as amended by the amendments dated August 5, August 8, September 15 and September 30, 2010, and the letter agreement dated February 23, 2011 (the “Merger Agreement”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

Popular currently owns indirectly, through its wholly owned subsidiary, Popular International Bank, Inc. (“PIBI”), the shares of Tarjetas y Transacciones en Red TRANRED, C.A. (formerly, EVERTEC de Venezuela, C.A.), a company organized under the laws of the Bolivarian Republic of Venezuela engaged in the business of financial transaction processing in Venezuela (“TRANRED”). PIBI acquired its equity interest in TRANRED in 2010 from EVERTEC, in connection with the transactions contemplated under the terms of the Merger Agreement.

Popular has informed EVERTEC and AP Carib that (i) PIBI has entered into a definitive agreement for the sale of 100% of the issued and outstanding stock of TRANRED to FINANCIERA FINANGENTE, S.A., a Panamanian company, pursuant to the terms of a stock purchase agreement dated as of July 23, 2013 (the “Transfer Agreement”). The transactions contemplated under the Transfer Agreement have closed as of the date hereof (“Transfer Date”), and PIBI and Popular will cease to have an ownership interest in TRANRED as of the Transfer Date. As of the Transfer Date, Popular, EVERTEC and TRANRED shall terminate the Venezuela Transition Services Agreement dated as September 29, 2010, amended on July 1, 2011, and further amended on March 9, 2012, to which they are parties.

As further set forth in the Merger Agreement, Popular agreed to indemnify Apollo and the other Parent Indemnified Parties for, among other things, certain matters related to TRANRED and its business and operations and other related matters. In particular, pursuant to Section 7.2(a)(xi), Section 7.2(a)(xiii) and Section 7.2(a)(xiv), Popular agreed to indemnify, defend and hold harmless the Parent Indemnified Parties from , against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Parent Indemnified Parties, whether in respect of third party claims, claims between the Parties, or otherwise directly or indirectly relating to or arising out of:

(xi) (a) the Company’s, Stockholder’s and/or its Affiliates ownership of EV and the ownership, operation, performance, and conduct of EV’s business, the Venezuelan Customer Contracts and any other Venezuela Operations Assets (as such term is defined in the Venezuelan Reorganization Agreement) or Liabilities to the extent related to services provided to the operations of financial institutions in Venezuela or such Venezuela Operations Assets (collectively, the “VZ Business”), and (b) the transactions contemplated by the EV Transfer Documents, in the cases of each of clauses (a) and (b), (x) including any violation of Law, or performance, non-performance or breach of Contract to the extent related thereto, and (z)(i) with respect to breaches of any Contracts (taking into account only such modifications or amendments to such Contracts which do not expand or otherwise modify the Company’s or its Subsidiaries’ obligations thereunder) in existence prior to or as of the Closing whether arising before, at or after the Closing, (ii) with respect to any act, failure to act, event, circumstance, condition, or occurrence occurring prior to or at Closing regardless of whether the related Liability arises before, at or after Closing and (iii) with respect to all other matters, whether arising before, at or, to the extent of any obligations that exist as of the Closing, after the Closing.

(xiii) any Losses arising out of the conduct prior to the Closing of the Services specified on Schedule 5.31 of the Stockholder Disclosure Schedule.

(xiv) any Liability for any breach that occurs on or before the Closing Date and any continuing breach thereafter of any Contract to which any of the Companies is a party at or prior to the Closing arising from the Companies ceasing to provide the Services specified on Schedule 5.31 of the Stockholder Disclosure Schedule.

Popular has informed EVERTEC and AP Carib that pursuant to the Transfer Agreement, as of the Transfer Date, Popular shall no longer exercise direct or indirect control of TRANRED and/or its operations. In light of the foregoing, Popular, EVERTEC and AP Carib hereby agree that, Popular’s indemnity obligations under Sections 7.2(a) (xi), (xiii) and (xiv) of the Merger Agreement as they relate to TRANRED and the VZ Business shall continue in effect solely to the extent any such Losses indemnifiable thereunder arise out of or are related to the ownership, conduct and operation of Tranred and the VZ Business on or before the Transfer Date, including without limitation the consummation of the transactions contemplated by the EV Transfer Documents (such limitations collectively the “Venezuela Indemnity Limitation”). For the avoidance of doubt, nothing herein shall limit Popular’s or its affiliates indemnification obligations (x) under any other section of the Merger Agreement or any other agreement (including the Venezuela Transition Services Agreement) (y) under Sections 7.2(a) (xi), (xiii) and (xiv) as they relate to matters other than TRANRED or the VZ Business.

Please confirm our mutual understanding regarding the aforementioned limitation to the referenced provisions of Section 7.2(a)(xi), (xiii) and (xiv) of the Merger Agreement by signing in the space provided below and returning to us a copy of this letter.

This letter agreement shall be governed by and construed in accordance with the laws of Delaware.

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The provisions of this letter agreement shall not be deemed to change the respective rights and obligations of the parties under the Merger Agreement, except for the Venezuela Indemnity Limitation specifically provided herein. This letter agreement and the Merger Agreement, together, contain the complete agreement among the parties and supersede any prior understandings, agreements, letters of intent, or representations by or among such parties, written or oral, that may have related to the subject matter hereof in any way. Except as specifically amended hereby, the Merger Agreement, as amended hereby, shall remain in full force and effect. The terms and provisions of Article IX of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this letter agreement.

This letter agreement may be executed in two or more separate counterparts (including counterparts transmitted by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Very truly yours,

POPULAR, INC.
By:	/s/ Iván Pagán Mejía
Name:	Iván Pagán Mejía
Title:	Senior Vice President

ACKNOWLEDGED AND AGREED TO BY:

AP Carib Holdings, Ltd.
	By:	Apollo Management VII, L.P., its sole director
	By:	AIF VII Management, LLC, its general partner
By:	/s/ Scott I. Ross
Name:	Scott I. Ross
Title:

EVERTEC Group, LLC, on behalf of itself and as successor and interest to Carib Acquisition, Inc.

By:	/s/ Peter Harrington
Name:	Peter Harrington
Title:	President

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