Item 8.01 Other Events.
On May 15, 2014, DFC Global Corp. (the "Company") announced that it has
commenced cash tender offers (each an "Offer" and, collectively, the "Offers")
for any and all of the $230,000,000 outstanding principal amount of its 3.25%
Senior Convertible Notes due 2017 (the "2017 Notes"), any and all of the
$36,195,000 outstanding principal amount of its 2.875% Senior Convertible Notes
due 2027 (the "2027 Notes") and any and all of the $120,000,000 outstanding
principal amount of its 3.00% Senior Convertible Notes due 2028 (the "2028
Notes" and, together with the 2017 Notes and the 2027 Notes, the "Notes"), all
issued by the Company.
The Offers will be funded using a portion of the proceeds from an offering by an
affiliate of the Purchaser Parties (defined below) in connection with the
previously disclosed proposed merger of the Company with Purchaser pursuant to
the Agreement and Plan of Merger, dated April 1, 2014, among LSF8 Sterling
Merger Parent, LLC, a Delaware limited liability company (as successor in
interest to LSF8 Sterling Parent, LLC, "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").
The Offers will expire at 11:00 a.m., New York City time, on June 13, 2014 (the
"Expiration Time"), unless the Offers are earlier terminated or extended by the
Company, in its sole discretion. The consideration payable (a) for the 2017
Notes will be $1,003.30 per $1,000 principal amount of the 2017 Notes validly
tendered, (b) for the 2027 Notes will be $1,002.98 per $1,000 principal amount
of the 2027 Notes validly tendered and (c) for the 2028 Notes will be $1,003.08
per $1,000 principal amount of the 2028 Notes validly tendered. Validly tendered
Notes accepted for purchase will also be paid accrued and unpaid interest from
the last interest payment date up to, but not including, the payment date for
such Notes purchased pursuant to the Offers, which is expected to be promptly
following the Expiration Time.
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 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 terms and conditions of the Offers are set forth in the Offer to Purchase
dated May 15, 2014 (the "Offer to Purchase") and the related Letter of
Transmittal (the "Letter of Transmittal"). 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 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.
A copy of the press release announcing the Offers is filed herewith as Exhibit
99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release of DFC Global Corp., dated May 15, 2014.