UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 reported): December 21, 2017
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware | 0-14112 | 43-1128385 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of Principle Executive Offices) (Zip Code)
417-235-6652
(Registrant’s telephone number, including area code)
N/A
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As previously disclosed, on February 20, 2015, Jack Henry & Associates, Inc. (the "Company") entered into a credit facility with, among others, U.S. Bank National Association, as administrative agent (the "Credit Agreement").
In connection with the acquisition of Ensenta Corporation on December 21, 2017, the Company borrowed approximately $100 million under the Credit Agreement to fund a portion of the purchase price for the acquisition.
A description of the material terms of the Credit Agreement are included under Item 1.01 of the Company's Current Report on Form 8-K filed on February 20, 2015, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On December 21, 2017, the Company issued a press release announcing that the Company had closed the acquisition of California-based Ensenta Corporation, a leading provider of real-time, cloud-based solutions for mobile and online payments and deposits. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No. | Description |
99.1 | |
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.
JACK HENRY & ASSOCIATES, INC. | |||
(Registrant) | |||
Date: | December 21, 2017 | /s/ Kevin D. Williams | |
Kevin D. Williams | |||
Chief Financial Officer and Treasurer | |||
Exhibit 99.1
Company: | Jack Henry & Associates, Inc. | Analyst Contact: | Kevin D. Williams | |
663 Highway 60, P.O. Box 807 | Chief Financial Officer | |||
Monett, MO 65708 | (417) 235-6652 | |||
Press Contact: | Jessica Randall | |||
Corporate Communications Manager | ||||
(704) 357-0298 | ||||
Jack Henry & Associates and Ensenta Corporation Complete Acquisition Transaction
- Acquisition further expands competitive position in payments industry -
MONETT, MO. - December 21, 2017 - Jack Henry & Associates, Inc.® (NASDAQ:JKHY) is a leading provider of technology solutions and payment processing services primarily for the financial services industry. Today the company announced that it acquired Ensenta Corporation, a California-based provider of real-time, cloud-based solutions for mobile and online payments and deposits. Upon closing of the transaction, which was subject to regulatory approvals and customary closing conditions, Jack Henry & Associates purchased all of the equity of Ensenta for a price of approximately $130 million which was partially funded by a draw on Jack Henry & Associates’ revolving credit facility. Ensenta has an annualized revenue run rate of approximately $27 million and is expected to be slightly accretive in the current fiscal year.
Ensenta joins Jack Henry & Associates as part of the JHA Payment Solutions™ group. Effective with this acquisition, Jack Henry & Associates becomes the leading provider of consumer remote deposit capture services, supporting approximately 2,300 financial institutions. This acquisition also expands the company’s ability to conduct real-time transactions with third-party platforms, extending its presence in the credit union market through shared branching technology. The technology acquired will complement and enhance the solutions provided by Jack Henry & Associates’ ProfitStars® Enterprise Payment Solutions™ (EPS) group, offering additional risk management tools for mobile remote deposit, expanded payment options for small businesses, and entry into government payment processing.
According to Greg Adelson, general manager of JHA Payment Solutions, “This acquisition is a testament to Jack Henry & Associates’ continued commitment to provide the best payment solutions available today. The technology gained through this acquisition will expand the suite of solutions offered by our Enterprise Payment Solutions group, enhance cross-sell opportunities both inside and outside our customer base, and introduce new growth opportunities for our clients and their commercial customers. We’re pleased to have Ensenta join our team and look forward to further strengthening our electronic payments offering.”
Ensenta was founded in 2001 in Silicon Valley and grew to support financial institutions and government agencies with patented technologies across ATM, mobile, online desktop, merchant, and branch channels. Its Smarter & Safer™ real time SaaS payment technologies are proven to mitigate risk, minimize compliance exposure, increase back office efficiencies and improve funds availability. The company’s technology has received industry accolades, including two XCelent awards by Celent and a TAG Fintech ADVANCE Award by the Technology Association of Georgia.
About Jack Henry & Associates, Inc.
Jack Henry & Associates, Inc.® (NASDAQ:JKHY) is a leading provider of technology solutions and payment processing services primarily for the financial services industry. Its solutions serve approximately 9,000 customers nationwide, and are marketed and supported through three primary brands. Jack Henry Banking® supports banks ranging from community banks to multi-billion dollar institutions with information processing solutions. Symitar® is a leading provider of information processing solutions for credit unions of all sizes. ProfitStars® provides highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities to mitigate and control risks, optimize revenue and growth opportunities, and contain costs. Additional information is available at www.jackhenry.com.
Statements made in this news release that are not historical facts are forward-looking information. Actual results may differ materially from those projected in any forward-looking information. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. Additional information on these and other factors, which could affect the Company’s financial results, are included in its Securities and Exchange Commission (SEC) filings on Form 10-K, and potential investors should review these
Exhibit 99.1
statements. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from any forward-looking information.