UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On June 26, 2024, CPI Card Group Inc. (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 pricing of its previously announced private offering by its wholly-owned subsidiary, CPI CG Inc. (the “Issuer”), of $285 million aggregate principal amount of 10.000% 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. On June 27, 2024, the Company issued a Conditional Notice of Full Redemption (the “Redemption”) for any and all of the 2026 Notes outstanding July 11, 2024 (the “Redemption Date”), at a redemption price equal to 102.156% of the principal amount of the 2026 Notes, plus any accrued and unpaid interest to, but excluding, the Redemption Date. The Redemption is contingent upon the issuance by the Company of the Notes and the receipt by the Company of the net cash proceeds therefrom. Nothing in this Current Report shall constitute a notice of redemption to the holders of the 2026 Notes or an offer to redeem or repurchase any of the 2026 Notes. Any such notice will only be made in accordance with the provisions of the indenture governing the 2026 Notes.
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. Offers of the Notes and related guarantees were 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 | CPI Card Group, Inc. press release dated June 26, 2024. | |
| 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. | ||
| Date: June 27, 2024 | By: | /s/ Jessica Browne |
| Name: | Jessica Browne | |
| Title: | Acting Chief Legal and Compliance Officer | |