DFC Finance Corp. Confirms Expiration of Exchange Offer at Midnight on August 17, 2016 and Announces Purchase by Lone Star of an Additional $30.0 Million in Principal Amount of Existing Notes, Which Lone Star Intends to Tender in Exchange Offer

MALVERN, Pa.--()--DFC Global Corp. confirmed today that DFC Finance Corp.’s (“DFC Finance”) previously announced 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 its newly issued 10.500%/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, will expire at Midnight (New York City time) at the end of August 17, 2016 (the “Expiration Time”). The “Withdrawal Deadline”, the time after which Existing Notes validly tendered for exchange may no longer be withdrawn, is also scheduled to occur at the Expiration Time. DFC Finance does not expect to extend the Withdrawal Deadline or Expiration Time. The Settlement Date is expected to occur on August 19, 2016.

In accordance with the Exchange Agreement dated as of August 4, 2016, by and among certain consenting holders of Existing Notes, DFC Finance, the guarantors of the Existing Notes and an affiliate of Lone Star Funds (“Lone Star”) (as previously described in DFC Global Corp.’s press release issued on August 4, 2016), Lone Star, an affiliate, purchased in the open market $30.0 million in principal amount of Existing Notes issued by DFC Finance. Lone Star has indicated its intention to tender such Existing Notes pursuant to the terms of the Exchange Offer. As previously disclosed, Lone Star has used and will continue to use commercially reasonable best efforts to purchase in open market transactions, or by tender offer, at least $20.0 million in principal amount (in addition to the $30.0 million referenced above) of New Notes (or, if purchased on or prior to the Settlement Date and exchanged for New Notes, Existing Notes).

The Exchange Offer is subject to certain conditions, including the satisfaction or waiver of the requirement that at least 90% of the aggregate principal amount of Existing Notes shall be validly tendered and not withdrawn as of the Expiration Time.

The Exchange Offer is being made on the terms set forth in the offering memorandum dated June 27, 2016, as supplemented by Supplement No. 1 thereto, dated July 12, 2016 (“Supplement No. 1”), as further supplemented by Supplement No. 2 thereto, dated July 27, 2016 (“Supplement No. 2”) and as further supplemented by Supplement No. 3 thereto, dated August 4, 2016 (“Supplement No. 3”) (as so supplemented, the “Offering Memorandum”), and the related letter of transmittal, dated June 27, 2016, as amended and restated on August 4, 2016 (as amended and restated, the “Letter of Transmittal” and, together with the Offering Memorandum, the “Offer Documents”).

The Exchange Offer is only being extended to, and copies of the Offer Documents, are being made available only to holders of Existing Notes that have certified their status as (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (2) persons that are not “U.S. persons” within the meaning of Regulation S under the Securities Act who are eligible to acquire the securities pursuant to Regulation S of the Securities Act (“Eligible Holders”). The Exchange Offer is subject to certain conditions as described in the Offer Documents.

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.

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 Offer Documents 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.

Contacts

ICR
Investor Relations
Garrett Edson, 484-320-5800

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