Item 1.01. Entry into a Material Definitive Agreement.
New ABL Credit Agreement
In connection with the Merger (as defined below), on June 13, 2014, the new
parent companies of the Company, Sterling Holdings Limited ("Holdings") and
Sterling Mid-Holdings Limited ("Mid-Holdings"), together with DFC Finance Corp.,
as the initial borrower ("Initial Borrower"), and the subsidiaries of the
Company that are borrowers party thereto (together with Initial Borrower, the
"Borrowers"), entered into a senior secured asset-based revolving credit
facility (the "New ABL Credit Facility") with Jefferies Finance LLC, as
administrative agent and collateral agent, and a syndicate of lenders. The New
ABL Credit Facility provides for a five-year $125.0 million revolving credit
facility, with potential to further increase the maximum commitment amount to up
to $230.0 million, subject to the conditions set forth in the credit agreement
relating thereto (the "New ABL Credit Agreement"). There is a sublimit of $33.0
million (which may be increased to up to $48.0 million) for the issuance of
letters of credit under the New ABL Credit Facility. Availability under the New
ABL Credit Facility is based on a borrowing base comprised of cash and eligible
consumer receivables of the Borrowers and Guarantors (defined below).
Concurrent therewith, Holdings, Mid-Holdings, the Borrowers, the Company and
certain of their respective subsidiaries organized in the United States, the
United Kingdom and Canada (the "Guarantors") entered into a guarantee of the New
ABL Credit Facility and granted a security interest on a first priority basis on
collateral consisting of current assets, including cash and consumer receivables
(the "ABL Priority Collateral") and on a second priority basis on collateral
consisting of fixed assets and substantially all of the Borrowers' and
Guarantors' other assets that do not constitute ABL Priority Collateral (the
"Notes Priority Collateral").
Borrowings under the New ABL Credit Facility may be denominated in United States
dollars, British pounds, euros or Canadian dollars (and other currencies as may
be approved by the lenders), as selected by the Borrowers. Interest on
borrowings under the New ABL Credit Facility accrues at a rate equal to the
applicable LIBOR, EURIBOR or CDOR (as applicable based on the currency of the
borrowing) for the relevant currency of borrowing, plus a margin of 400 basis
points, or if selected by any Borrower, the applicable ABR (in the case of
borrowings denominated in US Dollars) or the Canadian prime rate (for loans
denominated in Canadian dollars) for such currency of borrowing, plus a margin
of 300 basis points, in each case, subject to a step-down in the margin of 25
basis points at a total leverage ratio level of 4.00 to 1.00.
The New ABL Credit Agreement contains customary covenants, representations and
warranties and events of default, including covenants which limit the ability of
Holdings and its subsidiaries to engage in certain transactions or activities,
representations and warranties which must be made in order to obtain borrowings
under the New ABL Credit Facility, and financial maintenance covenants and
events of default which could result in the New ABL Credit Facility being
. . .
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the Merger (as defined below), on June 13, 2014, the Company
terminated its Second Amended and Restated Credit Agreement, as amended, dated
as of March 3, 2011, among Dollar Financial Corp., Dollar Financial Group, Inc.,
National Money Mart Company, Dollar Financial U.K. Limited and Instant Cash
Loans Limited, the several lenders from time to time parties thereto, and Wells
Fargo Bank National Association, as administrative agent and as security trustee
(the "Pre-Merger Credit Agreement") and repaid in full all outstanding loans and
advances under the Pre-Merger Credit Agreement in connection with such
The description of the Pre-Merger Credit Agreement set forth in the Company's
Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on March 9, 2011 is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
This Current Report on Form 8-K is being filed in connection with the
consummation on June 13, 2014 (the "Effective Time") of the merger and other
transactions contemplated by the ("Common Stock") Merger Agreement. Pursuant to
the Merger Agreement, each share of common stock of the Company, par value
$0.001 per share (other than shares held by stockholders who have properly
demanded appraisal rights under Delaware law) that was outstanding immediately
prior to the Effective Time was cancelled and converted automatically into the
right to receive $9.50 per share in cash, without interest (the "Merger
Consideration"), and Merger Sub merged with and into the Company (the "Merger"),
with the Company continuing as of the Effective Time as the Surviving Company.
Parent obtained equity financing from Lone Star Fund VIII (U.S.), L.P., a
private equity fund affiliated with Lone Star Funds, and debt financing from
Jefferies Finance LLC and Credit Suisse AG, the proceeds of which were used by
Parent to pay the aggregate Merger Consideration and all related fees and
expenses of Parent and Merger Sub in connection with the Merger, including
payment in full of all of the Company's obligations under its existing credit
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Upon the Effective Time, the Company notified The NASDAQ Stock Market LLC
("NASDAQ") of the consummation of the Merger, and that, pursuant to the Merger
Agreement, each outstanding share of Common Stock (other than shares held by
stockholders who have properly demanded appraisal rights under Delaware law) was
cancelled and converted into the right to receive the applicable Merger
Consideration. Pursuant to the Company's written request to NASDAQ, the listing
of the Common Stock on The NASDAQ Global Select Market will terminate as of the
close of business on June 13, 2014, and the Company requested that NASDAQ file
with the Securities and Exchange Commission (the "Commission") a notification of
removal from listing on Form 25 to report the delisting of the Common Stock from
In addition, the Company will file with the Commission a certification and
notice of termination on Form 15 requesting that the Common Stock be
deregistered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and that the Company's reporting obligations under Sections 13
and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The Merger Agreement was approved by the Company's stockholders at a special
meeting held on June 6, 2014
Under the terms of the Merger Agreement, upon the Effective Time, each
outstanding share of Common Stock (other than shares held by stockholders who
have properly demanded appraisal rights under Delaware
law) was cancelled and
converted into the right to receive the applicable Merger Consideration.
In connection with the Merger and at the Effective Time, holders of Common Stock
immediately prior to such time ceased to have any rights as stockholders in the
Company (other than their right to receive the Merger Consideration pursuant to
the Merger Agreement or perfect their appraisal rights, if applicable).
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, a change of control of the Company occurred, and the
Company became a wholly-owned subsidiary of Parent.
The disclosures set forth in Item 2.01, Item 3.01 and Item 5.02 hereof are
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
In connection with the Merger, and at the Effective Time, each of Jeffrey A.
, Jack Gavin
, David Jessick
, Michael Kooper
, Ed Evans
, Clive Kahn
resigned as directors of the Company. As of the Effective Time and
pursuant to the Merger Agreement, Bradley Boggess
and Derrick Robicheaux
the directors of the Surviving Company
until the earlier of their death,
resignation or removal or until their respective successors are duly elected and
qualified in accordance with applicable law, as the case may be.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
As of the Effective Time, the certificate of incorporation of the Company was
amended and restated in its entirety. The Amended and Restated Certificate of
Incorporation of the Company is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
In addition, as of the Effective Time, the bylaws of the Company were amended
and restated in their entirety. The Amended and Restated Bylaws of the Company
are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.1 Amended and Restated Certificate of Incorporation of DFC Global Corp.
3.2 Amended and Restated Bylaws of DFC Global Corp.