DFC Finance Corp. Commences Any and All Exchange Offer for Outstanding Senior Secured Notes from Eligible Holders

MALVERN, Pa.--()--DFC Global Corp. announced today that its wholly owned subsidiary DFC Finance Corp. (“DFC Finance”) commenced a private offer to Eligible Holders (as defined below) to exchange any and all of DFC Finance’s $800,000,000 outstanding principal amount of 10.500% Senior Secured Notes due 2020 (the “Existing Notes”) and any interest accrued thereon from June 15, 2016 (“Accrued Interest”) for up to $800,000,000 principal amount of DFC Finance’s newly issued 12.000% Senior Secured PIK Toggle Notes due 2020 (the “New Notes” and such offer to exchange, the “Exchange Offer”) plus additional New Notes to be issued in respect of Accrued Interest. An “Eligible Holder” is either (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act who is eligible to acquire the securities pursuant to Regulation S of the Securities Act.

The Exchange Offer will expire at 5:00 p.m., New York City time, on July 26, 2016 (the “Expiration Time”), unless extended or earlier terminated by DFC Finance. For a holder of the Existing Notes to be eligible to receive the Total Exchange Consideration specified in the table below (the “Total Exchange Consideration”), which includes the Early Tender Premium specified in the table below (the “Early Tender Premium”), Existing Notes must be validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on July 11, 2016, unless extended by DFC Finance (the “Early Tender Deadline”). Existing Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the exchange consideration specified in the table below (the “Exchange Consideration”), which is equal to the Total Exchange Consideration minus the Early Tender Premium. Existing Notes validly tendered for exchange may be withdrawn at or before 5:00 p.m., New York City time, on July 11, 2016, unless extended by DFC Finance (such date and time, as the same may be extended, the “Withdrawal Deadline”), but not thereafter unless required by law.

The Exchange Offer is being conducted by DFC Finance upon the terms and subject to the conditions set forth in an offering memorandum, dated June 27, 2016, and related letter of transmittal (the “Offer Documents”). The Exchange Offer is only extended, and copies of the Offer Documents will only be made available, to holders of Existing Notes that have certified their status as an Eligible Holder.

CUSIP Nos.      



Title of
Notes to be

        Principal Amount of New Notes(1)





Total Exchange

23320A AA0
U24458 AA6



Senior Secured
Notes due

$970 $30 $1,000
(1)   For each $1,000 principal amount of Existing Notes and excluding accrued and unpaid interest, which will be paid, as described in the Offer Documents, in New Notes (rounded down to the nearest $1) in addition to the Exchange Consideration or Total Exchange Consideration, as applicable.
(2) Includes the Early Tender Premium.

The New Notes will mature on June 16, 2020 (the “Maturity Date”) and bear interest at an annual rate of 12.000%, which will accrue from the settlement date of the New Notes, which is expected to be on or about July 29, 2016, and will be payable semi-annually, in arrears, on June 15 and December 15 of each year, commencing on December 15, 2016 , except with respect to the interest payment scheduled to be made on June 15, 2020 that will instead be paid on the Maturity Date. For any interest period, DFC Finance (a) may, at its option, elect to pay up to 91.667% of the interest on the then outstanding principal amount of the New Notes by increasing the principal amount of the outstanding New Notes or by issuing additional New Notes (“PIK Notes”) in a principal amount equal to such interest (such increased amount or PIK Notes, “PIK Interest”) and (b) shall pay the remaining interest on the then outstanding principal amount of the New Notes, but in any event, not less than 8.333% of the interest on the then outstanding principal amount of the New Notes, entirely in cash.

The Exchange Offer is subject to certain conditions as described in the Offer Materials.

The complete terms of the Exchange Offer are described in the Offer Documents. DFC Finance expressly reserves the right, in its sole and absolute discretion, subject to applicable law, to extend, terminate or otherwise amend the terms of the Exchange Offer or to reject any Existing Notes that are tendered in the Exchange Offer.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes 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 any applicable state securities laws.

Documents relating to the Exchange Offer will be distributed only to holders of the Existing Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of the Existing Notes that desire to review the eligibility letter may visit the website for this purpose at http://gbsc-usa.com/eligibility/DFC or contact Global Bondholder Services Corporation, the information agent for the Exchange Offer, by calling toll-free (866) 470-4500 or at (212) 430-3774 (banks and brokerage firms).

* * *

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Offer Documents and only to such persons and in such jurisdictions as is permitted under applicable law. In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), (i) any legal entity which is a “qualified investor” as defined in the Prospectus Directive and/or (ii) fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives of the dealer managers for any such offer; and (B) (i) subject to applicable laws and any requirements set out herein, persons that are outside the United Kingdom or (ii) persons in the United Kingdom that are “qualified investors” as defined in the Prospectus Directive and are also (a) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (b) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and other persons to whom it may lawfully be communicated (each such person being a “relevant person”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This press release contains forward-looking statements. These forward-looking statements, which are usually accompanied by words such as “may,” “might,” “will,” “should,” “could,” “intends,” “estimates,” “forecast,” “predicts,” “potential,” “continue,” “believes,” “anticipates,” “plans,” “expects” and similar expressions, involve risks and uncertainties, and relate to, without limitation, statements about our market opportunities, anticipated improvements or challenges in operations, regulatory developments, our plans, earnings, cash flow and expense estimates, strategies and prospects, both business and financial. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made, and, except as otherwise required by law, we disclaim any obligation or undertaking to disseminate any update or revision to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, whether or not DFC Finance will ultimately consummate the Exchange Offer, the satisfaction of the conditions described in the offering memorandum and market conditions.

About DFC Global Corp.

DFC Global Corp. and its affiliates are leading international non-bank providers of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and underbanked consumers through their approximately 1,200 current retail storefront locations and their multiple Internet platforms in nine countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, and the Republic of Ireland. Our affiliated networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries. The Company believes that its customers, many of whom receive income on an irregular basis or from multiple employers, choose to conduct their personal financial business with the Company rather than with banks or other financial institutions due to the range and convenience of services that it offers, the multiple ways in which they may conduct business with the Company, and its high-quality customer service. The Company’s products and services, principally its unsecured short-term consumer loans, secured pawn loans and check cashing and gold buying services, provide customers with convenient access to cash for living expenses and other needs. In addition to these core offerings, the Company strives to offer its customers additional high-value ancillary services, including Western Union® money orders and money transfers, reloadable VISA® and MasterCard® prepaid debit cards and foreign currency exchange.


Investor Relations
Garrett Edson, 484-320-5800

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