CPI Card Group Inc. today disclosed the launch of a private offering through its wholly-owned subsidiary, CPI CG Inc., involving $285 million in senior secured notes due 2029 (“notes”). This offering remains contingent upon market conditions and other factors, with no assurance of completion or final terms.
Proceeds from the offering, alongside existing cash reserves, are earmarked for redeeming all outstanding 8.625% senior secured notes due 2026 (“2026 notes”). The notes are expected to be secured obligations of CPI CG Inc., backed by most assets and guaranteed by CPI Card Group Inc. and all current and future wholly-owned U.S. subsidiaries (excluding the issuer).
The offering targets qualified institutional buyers under Rule 144A of the Securities Act or non-U.S. persons in compliance with Regulation S. Notably, the notes and guarantees are not registered under the Securities Act or any state laws, prohibiting their sale in the U.S. absent registration or an applicable exemption.
This press release does not constitute a solicitation to purchase the notes and related guarantees, which will be exclusively offered through a private offering memorandum. Specifics on the redemption of the 2026 notes will follow in accordance with the indenture terms.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, identified by words like “anticipate,” “project,” “expect,” and similar expressions, involve risks and uncertainties. These include economic conditions, operational disruptions, regulatory compliance, and other factors detailed in CPI Card Group Inc.’s reports filed with the SEC. Readers are cautioned not to rely excessively on these forward-looking statements, which reflect CPI Card Group Inc.’s outlook only as of this release date. The company undertakes no obligation to update these statements, except as required by law.
