DFC Global Corp. (NASDAQ:DLLR) (the “Company”) today announced
the commencement of a cash tender offer (for each series of notes,
an “Offer” and, collectively, the “Offers”) for any and all of its
outstanding 3.25% Senior Convertible Notes due 2017 (the “2017
Notes”), 2.875% Senior Convertible Notes due 2027 (the “2027
Notes”) and 3.00% Senior Convertible Notes due 2028 (the “2028
Notes,” and together with the 2017 Notes and the 2027 Notes, the
“Notes”). There is currently $230,000,000.00 aggregate principal
amount of the 2017 Notes outstanding, $36,195,000.00 aggregate
principal amount of the 2027 Notes outstanding and $120,000,000.00
aggregate principal amount of the 2028 Notes outstanding. The
Offers will expire on June 13, 2014 at 11:00 a.m., New York City
time, unless extended by the Company (as such time and date may be
extended, the “Expiration Time”) in its sole discretion.
The Offers are being made pursuant to an Offer to Purchase and a
related Letter of Transmittal, each dated May 15, 2014, which set
forth a more detailed description of the terms and conditions of
the Offers.
Holders who validly tender and do not withdraw their Notes
before the Expiration Time will be eligible to receive the
applicable purchase price set forth for each such series on the
cover table of the Offer to Purchase. The following table sets
forth the purchase price for the Offers, which are more fully
described in the Offer to Purchase and Letter of Transmittal:
CUSIP
Number
Issuer Title of
Security Aggregate Principal
Amount Outstanding
Purchase Prices Per
$1,000 Principal
Amount of Notes(1)
3.25% Senior
Convertible Notes 23324T AB3
DFC Global Corp. due 2017
$230,000,000.00 $1,003.30
DFC Global Corp. 2.875% Senior 256664 AB9 (f/k/a Dollar Convertible
Notes 256664 AA1 Financial Corp.)
due 2027 $36,195,000.00
$1,002.98 DFC Global Corp. 3.00% Senior (f/k/a Dollar
Convertible Notes 256664 AC7 Financial Corp.)
due 2028 $120,000,000.00
$1,003.08
(1)
Plus accrued and unpaid interest from the
last interest payment date to, but not including, the Payment Date
(as defined in the Offer to Purchase) for the Notes purchased
pursuant to the Offers.
Payment for the Notes accepted for purchase in any Offer is
expected to occur promptly following the Expiration Time.
If a holder desires to tender Notes pursuant to the Offers, such
holder may do so through The Depository Trust Company’s Automated
Tender Offer Program (“ATOP”), or by following the instructions
that appear in the Offer to Purchase and in the Letter of
Transmittal. A holder tendering through ATOP does not need to
complete the Letter of Transmittal. Validly tendered Notes may be
validly withdrawn, in writing, at any time prior to the Expiration
Time. Any extension, amendment or termination of the Offers will be
followed as promptly as practicable by a public announcement
thereof.
The complete terms and conditions of the Offers are set forth in
the Offer to Purchase and Letter of Transmittal and the other
related Offer materials. Holders of the Notes should read the Offer
to Purchase and Letter of Transmittal and the other related Offer
materials because they contain important information.
The Offers are subject to the satisfaction or waiver of a number
of conditions on or prior to the Expiration Time, including
consummation of the merger contemplated by the Agreement and Plan
of Merger, dated as of April 1, 2014, among LSF8 Sterling
Merger Parent, LLC, a Delaware limited liability company
(“Parent”), LSF8 Sterling Merger Sub, LLC, a Delaware limited
liability company and a wholly owned subsidiary of Parent (as
successor in interest to LSF8 Sterling Merger Company, LLC,
“Purchaser,” and together with Parent, the “Purchaser Parties”),
and the Company (as the same may be amended from time to time, the
“Merger Agreement”), pursuant to which Purchaser will be merged
with and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. The
Company is making the Offers in connection with the Merger to
acquire all of the outstanding Notes validly tendered and not
validly withdrawn in order to retire the associated debt.
The Offers are not conditioned on any minimum amount of any
Notes being tendered, nor are the Offers subject to a financing
condition. Furthermore, subject to applicable law, the Company may,
in its sole discretion, waive any and all conditions applicable to
the Offers or extend, terminate or otherwise amend the Offers. If
the Company terminates any Offer without purchasing any Notes
tendered pursuant to such Offer, the Company will promptly return
the Notes tendered pursuant to such Offer to the tendering holders
or the designees they properly specify in their Letters of
Transmittal.
The sole dealer manager for the Offers is Jefferies LLC.
Questions regarding the Offers may be directed to Jefferies LLC
whose address and telephone numbers are as follows:
Jefferies LLC520 Madison AvenueNew York,
NY 10022Telephone: (877) 547-6340
Global Bondholder Services Corporation is acting as the tender
and information agent in connection with the Offers. Any questions
regarding procedures for tendering the Notes or requests for
additional copies of the Offer to Purchase and any related
documents, which are available for free and which describe the
Offers in greater detail, should be directed to Global Bondholder
Services Corporation whose address and telephone numbers are as
follows:
Global Bondholder Services Corporation65
Broadway—Suite 404New York, New York 10006Attention: Corporate
ActionsFacsimile (Eligible Institutions only): 212-430-3775/3779To
confirm receipt of facsimile by telephone: -212-430-3774Banks and
Brokers, Call Collect: 1-212-430-3774All Others Call Toll Free:
1-866-470-4300
None of the Company, the Purchaser Parties or
any of their respective board of directors (or any committee
thereof), the dealer manager, the depositary and information agent,
the trustee for the Notes or any of their respective affiliates is
making any recommendation as to whether or not holders should
tender all or any portion of their Notes in any of the Offers.
This press release is for informational purposes only and is not
an offer to sell or purchase, the solicitation of an offer to sell
or purchase or the solicitation of consents with respect to any
securities discussed herein. The Offers are only being made
pursuant to the terms of the Offer to Purchase and Letter of
Transmittal and the other related Offer materials, which are
incorporated herein by reference.
An issuer tender offer statement on Schedule TO, including the
Offer to Purchase and the Letter of Transmittal, describing the
Offers was filed with the Securities and Exchange Commission (the
“SEC”) on May 15, 2014. Holders of the Notes are encouraged to read
the Schedule TO and its exhibits carefully before making any
decision with respect to the Offers because it contains important
information. The Schedule TO, the Offer to Purchase, the Letter of
Transmittal and other related Offer materials will be available
free of charge at the website of the SEC at www.sec.gov. In
addition, the Company will provide copies of the Schedule TO and
related Offer materials upon request free of charge to holders of
the Notes. The Offers are not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, “blue sky” or other laws of such jurisdiction.
The Offers are not being made to any holder of Notes in Jersey and
no person shall circulate in Jersey the Offer to Purchase or the
related Letter of Transmittal.
DFC Global Corp. (NASDAQ: DLLR) is a leading international
non-bank provider 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 under-banked consumers. DFC
Global Corp. serves its customers through its approximately 1,500
current retail storefront locations and its multiple Internet
platforms in ten countries across Europe and North America: the
United Kingdom, Canada, the United States, Sweden, Finland, Poland,
Spain, Romania, the Czech Republic and the Republic of Ireland. For
more information, please visit the Company’s website at
www.dfcglobalcorp.com.
Certain statements contained herein that are not descriptions of
historical facts are “forward-looking” statements. Because such
statements include risks, uncertainties and contingencies, actual
results may differ materially from those expressed or implied by
such forward-looking statements.
Additional information concerning these and other factors can be
found in our press releases and public periodic filings with the
SEC. Many of the factors that will determine our future results are
beyond the ability of management to control or predict. Readers
should not place undue reliance on forward-looking statements,
which reflect management’s views only as of the date hereof. We
undertake no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements,
whether as a result of new information, future events or
otherwise.
ICRInvestor Relations:Garrett Edson, 484-320-5800orMedia:Phil
Denning, 203-682-8200
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