LSF8 Bond Holdings, Ltd. Announces Expiration and Final Results of Its 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 the expiration and final results, as of the Expiration Date, of its previously announced private offer to purchase (the “Offer”) 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”), which Offer was amended on November 2, 2017 (the Offer, as so revised, the “Revised Offer”). The Revised Offer expired on 12:00 midnight (the end of the day), New York City time, on November 22, 2017 (the “Expiration Date”), and has not been further extended. The results of the Revised Offer, as of the Expiration Date, are indicated in the table below. The Settlement Date for the Revised Offer is expected to be on or about November 28, 2017.

As previously announced, in conjunction with the Revised Offer, the Offeror also solicited 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 Revised Offer and the Consent Solicitation were 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, as supplemented by Supplement No. 1 thereto, dated as of November 2, 2017 (as so supplemented, the “Offer to Purchase”).

Title of
Security

 

CUSIP Nos.

 

Outstanding
Principal
Amount

 

Tender
Consideration
(1)

 

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

 

Total
Consideration
(1)(2)(3)

 

Principal
Amount
Tendered as
of the Early
Tender Date

 

Percent of
Amount
Outstanding
Tendered as of
the Early
Tender Date(4)

 

Principal
Amount
Tendered as
of the
Expiration
Date

 

Percent of
Amount
Outstanding
Tendered as of
the Expiration
Date(4)

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

23320A AE2
U24458 AC2
$829,068,634 $0.67 $0.03 $0.70 $534,096,865 96.07% $534,096,865 96.07%
 

10.500%
Senior
Secured
Notes due
2020

23320A AA0
U24458 AA6
$54,961,000 $670.00 $30.00 $700.00 $54,815,000 99.73% $54,815,000 99.73%

(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.

(4)

Excluding any Notes owned by DFC Finance or any of its affiliates.

As a result, Holders of Notes representing greater than 66⅔% of the aggregate principal amount of each of the PIK Notes and the Non-PIK Notes (in each case, other than Notes owned by DFC Finance or any of its affiliates) have tendered such Notes and delivered Consents with respect thereto, prior to the Expiration Date.

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

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