Wirecard's shareholders, reported results and financing

analysisWirecard AG's shares were widely held. Its 2010 annual report records that MB Beteiligungsgesellschaft mbH, whose managing director was the management board chairman Dr. Markus Braun, held 7.60%. At the end of 2011 the holders of more than 3% of the votes were MB Beteiligungsgesellschaft (7.60%), Jupiter Asset Management (6.26%), Alken Fund Sicav (5.00%), Wasatch Holdings (3.10%), Columbia Wanger AM (3.08%) and Ameriprise Financial (3.04%), with a free float of 92.4%. MB Beteiligungsgesellschaft held 7.0% at the end of 2016 and 2017; other holders above 3% then included Jupiter, Alken Luxembourg, Citigroup and Artisan Partners and, at the end of 2017, BlackRock (5.12%). ^{1 2 3 4}

analysisAt the end of 2018 MB Beteiligungsgesellschaft held 7.05%, and the free float of 92.95% included BlackRock (6.7%), Jupiter (5.1%), Citigroup (4.93%) and Artisan Partners (3.0%); the no-par bearer shares (ISIN DE0007472060, WKN 747206) had been listed since 25 October 2000. Voting-rights notifications in the 2019 half-year report show MB Beteiligungsgesellschaft at 7.05%, and the September 2019 prospectus gives its holding at 31 August 2019, attributed to Braun, as 8.04%, ahead of BlackRock (5.82%), Artisan (5.24%), Jupiter Fund Management (5.00%), Citigroup (4.93%) and Goldman Sachs (3.53%). The shareholders' meeting of 18 June 2019 resolved a dividend for 2018 of EUR 0.20 per share, EUR 24.71 million in total, from a profit of EUR 167.83 million; for 2016 the supervisory board had proposed EUR 0.16 per share. ^{5 6 7}

analysisFor 2010 Wirecard reported revenue up 19% to EUR 271.6 million, EBITDA of EUR 73.3 million and more than 12,000 merchant customers, and through the Singapore subsidiary bought in December 2009 announced partnerships with Alipay and China UnionPay. Its consolidated balance sheet at the end of 2015, as reproduced by the special investigators, showed cash of EUR 1,062.968 million, receivables from the acquiring business of EUR 334.055 million and total assets of EUR 2,935.501 million. For 2016 it reported revenue of EUR 1,028.4 million (2015: EUR 771.3 million), EBITDA of EUR 307.4 million, net profit of EUR 266.7 million, equity of EUR 1,475.0 million and total assets of EUR 3,482.1 million. ^{1 2 3}

analysisWirecard reported cash and cash equivalents of EUR 2,719.8 million at the end of 2018 (2017: EUR 1,901.3 million), including short-term customer deposits of Wirecard Bank and Wirecard Card Solutions, and a company-calculated net cash position of EUR 1,646.6 million after deducting EUR 1,263.0 million of banking customer deposits. Its half-year report for 2019, approved on 6 August 2019 and neither audited nor reviewed, showed revenue of EUR 1,209.8 million, EBITDA of EUR 342.1 million and total assets of EUR 6,697.6 million, with Asia-Pacific revenue exceeding Europe's for the first time; its cash of EUR 3,047.7 million included EUR 1,559.1 million of banking customer deposits and EUR 346.9 million of Wirecard Bank's acquiring funds. The same report records financing agreements, including with sales partners, of EUR 132.4 million and banking receivables of EUR 107.0 million, and shows legal and reporting costs rising from EUR 6.3 million to EUR 20.9 million and consulting costs from EUR 13.4 million to EUR 20.8 million, which the company attributed to the investigations in Asia. ^{4 5}

analysisBank debt rose with the acquisitions. The 2011 report says interest-bearing bank liabilities rose by EUR 64.0 million to EUR 86.0 million after they were moved into a long-term framework loan for completed and potential acquisitions. The 2017 and 2018 reports record a firm credit line with an unnamed bank consortium of EUR 1,000 million and then EUR 1,905.6 million, which each member could cancel on a change of control. According to the 2019 prospectus Wirecard AG was the borrower under a EUR 1,750 million syndicated revolving credit facility of 15 June 2018, guaranteed by four subsidiaries, with ABN Amro, Commerzbank, ING (a branch of ING-DiBa AG) and Landesbank Baden-Württemberg as mandated lead arrangers and Commerzbank as agent. Commercial banks had lent the group EUR 1,466.1 million at the end of 2018, and interest-bearing liabilities reached EUR 1,717.6 million at 30 June 2019, which the company attributed to acquisitions, digital lending and licences in Asia and the United States. ^{1 2 3 4 5}

analysisIn September 2019 Wirecard AG issued EUR 500 million of 0.50% notes due 2024 (ISIN DE000A2YNQ58), jointly guaranteed by Wirecard Technologies GmbH, Wirecard Sales International Holding GmbH, Wirecard Payment Solutions Holdings Limited, CardSystems Middle East FZ-LLC and Wirecard Processing FZ-LLC and listed on the Luxembourg Stock Exchange's Euro MTF. The bond initially carried a Moody's Baa3 investment-grade rating, withdrawn on 22 June 2020. The prospectus names Crédit Agricole CIB, ABN AMRO and Credit Suisse as joint global coordinators and Deutsche Bank, ING, Citigroup and Lloyds Bank Corporate Markets Wertpapierhandelsbank as joint bookrunners. ^{1 2}

analysisAfter the 2018 reporting date Wirecard signed a binding memorandum of understanding with SoftBank Group Corp. under which a SoftBank group company would invest about EUR 900 million through a convertible bond, together with a partnership in digital payments aimed at Japan and South Korea; a binding term sheet of 24 April 2019 provided for five-year bonds convertible into up to 6,923,076 shares at EUR 130 with 1.90% interest, approved by the shareholders on 18 June 2019. The EUR 900 million convertible bond due 2 October 2024 was issued by WD Invest S.à r.l., formerly Luxembourg Investment Company 326 S.à r.l., and guaranteed by Wirecard AG; a credit-derivatives determinations committee listed it, with the EUR 500 million notes, as a deliverable obligation on 18 July 2020. Luxembourg register publications summarised by an aggregator show that the shelf company was registered on 23 August 2019 with Intertrust (Luxembourg) as shareholder and RCS Management (Luxembourg) as manager, both of which left in September 2019, when Thorsten Holten and Stephan von Erffa became managers, followed by Riccardo Incani and Luigi Maula; von Erffa left on 1 July 2020 and Incani and Maula on 3 July 2020. ^{3 1 4 5}

analysisWhen the trust accounts could not be confirmed, the loans became callable. In an ad hoc announcement of 18 June 2020 Wirecard warned that loans of about EUR 2 billion could be terminated if audited 2019 accounts were not presented by 19 June; on 25 June it said that without agreement with lenders loans of EUR 800 million could be terminated on 30 June and EUR 500 million on 1 July. A European Parliament briefing notes that the consortium reportedly included Commerzbank, LBBW and ING. A news agency reported on 6 July 2020 that the creditors' committee represented the lending banks through ING and LBBW and bondholders through a law firm appointed by Cyrus Capital, and that the company owed creditors about EUR 4 billion. According to the investigation summarised by the Federal Criminal Police Office, banks in Germany and Japan and other investors misled by false financial statements lent Wirecard about EUR 3.2 billion in loans and similar funds, which were probably largely lost in the insolvency; the figure is the prosecution's account in a wanted notice, not a court finding. ^{1 2 3 4}