LSF8 Bond Holdings, Ltd. Announces Amendment to Offer to Purchase for Cash Any and All Outstanding Senior Secured Notes of DFC Finance Corp. and Solicitation of Consents for Proposed Amendments to the Related Indentures and Notes Documents

MALVERN, Pa.--()--LSF8 Bond Holdings, Ltd. (the “Offeror”) announced today amendments to its previously announced private offer to purchase for cash any and all outstanding 10.500% / 12.000% Senior Secured PIK Toggle Notes due 2020 (the “PIK Notes”) and 10.500% Senior Secured Notes due 2020 (the “Non-PIK Notes” and, together with the PIK Notes, the “Notes”) of DFC Finance Corp. (“DFC Finance”). The offer to purchase each series of Notes is referred to as the “Offer,” and the revised offer to purchase each series of Notes is referred to as the “Revised Offer”. The Revised Offer and the Consent Solicitation (as defined below) are being conducted by the Offeror upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement, dated October 20, 2017, which statement has been supplemented by Supplement No. 1 thereto dated as of the date hereof (“Supplement No. 1”) to reflect the terms of the Revised Offer (as so supplemented, the “Offer to Purchase”).

In conjunction with the Revised Offer, the Offeror is also soliciting from the holders of the Notes (the “Holders”) consents (the “Consents”) to certain proposed amendments (the “Proposed Amendments”) to the applicable indenture for each series of Notes (together, the “Indentures”), and in each case certain related Notes Documents (as defined in the Indentures). The “Consent Solicitation” refers to the solicitation of the Consents. The material terms of the Consent Solicitation remain unchanged from the Offer.

Under the terms of the Revised Offer. the Offeror is offering to pay each Holder who has validly tendered, and not validly withdrawn, their Notes at or prior to 5:00 p.m., New York City time, on November 7, 2017, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended or earlier terminated, the “Early Tender Date”), the total consideration for the applicable series of Notes set forth in the table below (the “Total Consideration”), which includes the applicable early participation premium for such series of Notes set forth in the table below (the “Early Participation Premium”). The Offeror is offering to pay each Holder who has validly tendered, and not validly withdrawn, their Notes at or prior to 12:00 midnight, New York City time, at the end of the day on November 22, 2017, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”) the tender consideration for the applicable series of Notes set forth in the table below (the “Tender Consideration”).

The Revised Offer and the Consent Solicitation will expire at the Expiration Date. Holders who wish to receive the Total Consideration that is shown in the table below must validly tender, and not validly withdraw, their Notes at or prior to the Early Tender Date. Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Date will receive only the Tender Consideration. All Holders who validly tender their Notes will be deemed to have delivered their Consents. Holders may not tender their Notes without delivering their Consents, and Holders may not deliver their Consents without tendering their Notes. Tendered Notes may be withdrawn and Consents may be revoked at any time at or prior to 5:00 p.m., New York City time, on November 7, 2017, unless extended or earlier terminated by the Offeror in its sole discretion, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

Title of Security     CUSIP Nos.    

Outstanding
Principal
Amount

   

Tender
Consideration (1)

   

Early
Participation
Premium
(1)(2)(3)

   

Total
Consideration
(1)(2)(3)

10.500% / 12.000% Senior
Secured PIK Toggle Notes
due 2020

23320A AE2
U24458 AC2
$829,068,634 $0.67 $0.03 $0.70

10.500% Senior Secured
Notes due 2020

23320A AA0
U24458 AA6
$54,961,000 $670.00 $30.00 $700.00

 

(1)   For each $1,000 principal amount of Non-PIK Notes or for each $1.00 principal amount of PIK Notes (including, in respect of accrued and unpaid interest on such PIK Notes up to, but not including, the settlement date, interest for such period that DFC Finance has elected to pay in the form of additional PIK Notes), in each case excluding accrued and unpaid interest thereon (other than as provided in the foregoing parenthetical), which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable.
(2) Payable only to Holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date.
(3) The Early Participation Premium is included in the Total Consideration.
 

Other than as set forth above and in Supplement No. 1, the terms of the Offer announced on October 20, 2017 remain otherwise unchanged.

The Offeror has been advised that Holders of Notes representing greater than 50% of the aggregate principal amount of Non-PIK Notes and greater than 66⅔ % of the aggregate principal amount of PIK Notes, in each case, other than Notes owned by the Company or any of its affiliates, intend to tender such Notes prior to the Early Tender Date.

As of 5:00 p.m., New York City time on November 1, 2017, approximately $8.78 million aggregate principal amount, or approximately 1.06%, of the outstanding PIK Notes, and approximately $0.14 million aggregate principal amount, or approximately 0.26%, of the outstanding Non-PIK Notes, had been validly tendered for purchase in the Offer and not validly withdrawn.

The Revised Offer and the Consent Solicitation are subject to certain terms and conditions as described in the Offer to Purchase.

The complete terms of the Revised Offer and the Consent Solicitation are described in the Offer to Purchase. The Offeror expressly reserves the right, in its sole and absolute discretion, subject to applicable law, to extend, terminate or otherwise amend the terms of the Revised Offer or the Consent Solicitation.

Eaglehill Advisors LLC is acting as dealer manager and solicitation agent in connection with the Revised Offer and the Consent Solicitation. Global Bondholder Services Corporation is acting as the information and tender agent for the Revised Offer and the Consent Solicitation.

Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 807-2200 (for all others).

Questions or requests for assistance in relation to the Revised Offer and the Consent Solicitation may be directed to Eaglehill Advisors LLC at (212) 405-1200.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Revised Offer and Consent Solicitation are being made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

* * *

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 the Revised Offer and the Consent Solicitation are ultimately consummated, the satisfaction of the conditions described in the Offer to Purchase 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 and longer term installment consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked 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 and Romania. 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. For more information, please visit DFC Global Corp.’s website at www.dfcglobalcorp.com.

DFC Global Corp. 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 DFC Global Corp. 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 DFC Global Corp., and its high-quality customer service. DFC Global Corp.’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, DFC Global Corp. 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

Contacts

ICR
Investor Relations
Garrett Edson, 484-320-5800