DEBT OBLIGATIONS |
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| DEBT OBLIGATIONS | (10) DEBT OBLIGATIONS
Debt obligations consist of the following:
Credit Facility
On December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $1.25 billion to $1.9 billion and to extend the expiration to December 17, 2029. The amended Credit Facility includes a multi-currency borrowing tranche totaling $1,685 million and a U.S. dollar borrowing tranche totaling $215 million. The amended Credit Facility also removes the credit spread adjustment on SOFR and SONIA borrowings. All other terms remain substantially the same as the existing Credit Facility. The multi-currency tranche of the revolving Credit Facility contains a sublimit of up to $500 million for the issuance of letters of credit, a $75 million sublimit for U.S. dollar swingline loans and a $75 million sublimit for swingline loans in euros or British pounds sterling. The multi-currency tranche of the Credit Facility allows for borrowings in British pounds sterling, euro and U.S. dollars. Subject to certain conditions, the Company has the option to increase the Credit Facility by up to an additional $500 million by requesting additional commitments from existing or new lenders.
Borrowings under the revolving Credit Facility (other than swing line loans) bear interest based on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from 0.875% to 1.375%, in each case based on the Company’s current credit rating. The applicable margin for borrowings under the Credit Facility, based on the Company’s current credit rating is 1.075%. In addition, the Company pays a facility fee on the total commitments made under the revolving Credit Facility, which varies from 0.125% to 0.250%. The current facility fee is 0.175%.
The agreement contains customary affirmative and negative covenants, events of default and financial covenants, including (all as defined in the Credit Facility): (i) a Consolidated Total Leverage Ratio, depending on certain circumstances defined in the Credit Facility, not to exceed a range between 3.5 to 1.0 and 4.5 to 1.0; and (ii) a Consolidated Interest Coverage Ratio of not less than 3.0 to 1.0. Subject to meeting certain customary covenants (as defined in the Credit Facility), the Company is permitted to repurchase common stock and debt. The Company was in compliance with all debt covenants as of June 30, 2026.
2049 Convertible Notes
On March 18, 2019, the Company completed the sale of $525.0 million of Convertible Senior Notes ("2049 Convertible Notes"). The 2049 Convertible Notes mature in March 2049 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $188.73 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods). Holders of the 2049 Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100% of the principal amount of the 2049 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In connection with the issuance of the 2049 Convertible Notes, the Company recorded $12.8 million in debt issuance costs, which were amortized through March 1, 2025. Almost all of the holders exercised their right to require the Company to repurchase their notes in March 2025, and we repurchased the tendered 2049 Convertible Notes at that time with a combination of cash on hand and a borrowing under our Credit Facility. As of June 30, 2026, $33.2 million of the 2049 Convertible Notes remain outstanding.
2030 Convertible Notes
On August 15, 2025, the Company completed the sale of $1,000.0 million of Convertible Senior Notes maturing in . ("2030 Convertible Notes"). The 2030 Convertible Notes mature in October 2030 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $127.04 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods). The 2030 Convertible Notes bear interest at a rate of 0.625% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. In connection with the issuance of the 2030 Convertible Notes, we recorded $23.5 million in debt issuance costs, which will be amortized through October 1, 2030. The 2030 Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 1, 2030 if certain conditions are met.
Capped Call Transactions
In August 2025, in connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2025 Capped Call Transactions”) with certain of the initial purchasers of the 2030 Convertible Notes or affiliates thereof and other financial institutions (the “Option Counterparties”). The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially would be issuable upon conversion of the 2030 Convertible Notes. The Capped call Transactions are net purchased call options in Euronet common stock. The Capped Call Transactions are separate transactions, entered into by the Company with the Option Counterparties, and are not part of the terms of the 2030 Convertible Notes and will not change the holders’ rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Company has concluded that the 2030 Capped Call Transactions meet the scope exceptions for derivative instruments, and as such, the 2030 Capped Call Transactions meet the criteria for classification in equity and are included as a reduction to additional paid in capital.
1.375% Senior Notes due 2026
On May 22, 2019, the Company completed the sale of €600.0 million ($669.9 million) aggregate principal amount of Senior Notes that were due in May 2026 (the “Senior Notes”). The Senior Notes accrued interest at a rate of 1.375% per year, payable annually in arrears. During the second quarter of 2026, the Company repaid the €600.0 million principal amount outstanding under the Senior Notes upon maturity. As of June 30, 2026, no amounts were outstanding under the Senior Notes.
Uncommitted Credit Agreements
On June 15, 2026, the Company entered into an uncommitted demand credit agreement with U.S. Bank National Association providing for a discretionary, non-revolving credit facility of up to $100 million. The facility may be used solely to provide vault cash for automated teller machines owned by the Company and its wholly owned subsidiaries. Advances under the facility are made solely at the lender's discretion, are payable on demand, and mature no later than November 15, 2026, unless extended by the lender. Outstanding borrowings bear interest at Daily Simple SOFR plus 1.10%. As of June 30, 2026, the Company had $100 million outstanding under the facility. The weighted-average interest rate from loan inception date to June 30, 2026, was 4.72%.
On June 24, 2026, the Company entered into an uncommitted non-revolving credit facility with Wells Fargo Bank, National Association providing for borrowings of up to $300 million. The facility may be used solely to provide vault cash for automated teller machines owned by the Company and its wholly owned subsidiaries. The agreement expires on November 30, 2026, unless terminated earlier by the lender. As of June 30, 2026, the Company had $300 million outstanding under the facility. Outstanding borrowings bear interest at Daily Simple SOFR plus 1.25%. The weighted-average interest rate from loan inception date to June 30, 2026, was 4.87%.
On June 24, 2026, The Company entered into an Uncommitted Loan Agreement with Bank of America, N.A. providing for an uncommitted revolving credit facility with a maximum facility of $400 million. The facility may be used solely to provide vault cash for automated teller machines owned by the Company and its wholly owned subsidiaries. Any advances under the facility are made solely at the discretion of Bank of America, which has no contractual obligation to fund borrowings and may reduce the facility limit, demand repayment of outstanding loans, or terminate the facility at any time. The agreement expires on June 23, 2027, unless terminated earlier by the lender. Loans may be denominated in U.S. dollars or euros and bear interest at rates based on Prime, Term SOFR, EURIBOR, or other rates agreed between the parties at the time of borrowing. As of June 30, 2026, the Company had $400 million outstanding under the facility. The weighted-average interest rate from loan inception date to June 30, 2026, was 4.65%.
Other obligations
Certain of the Company’s subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes. On October 9, 2024, the Company completed a line of credit facility of MYR 100 million and an overdraft credit facility of MYR 140 million for its Malaysian business. Each advance under this facility shall be made for a term of one month or such other period of up to 12 months. As of June 30, 2026 $24.5 million was borrowed under this line of credit facility. There were no borrowings on the overdraft facility. Including the Malaysian facility, there was a total of $31.7 million outstanding under our subsidiaries credit lines and overdraft facilities as of June 30, 2026. Debt Issuance Costs
As of June 30, 2026, the Company had unamortized debt issuance costs of $19.6 million for the 2030 Convertible Notes and $3.7 million for the Credit Facility that will be amortized through October 2030 and November 2029, respectively. |
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