- Current report filing (8-K)
January 05 2011 - 5:30PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): December 31, 2010
DOLLAR FINANCIAL CORP.
(Exact name of registrant as specified in charter)
Not Applicable
(Former name or former address, if changed since last report)
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DELAWARE
(State or Other Jurisdiction of
Incorporation)
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000-50866
(Commission
file number)
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23-2636866
(I.R.S. Employer
Identification
Number)
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1436 Lancaster Avenue, Suite 300,
Berwyn, Pennsylvania
(Address of principal executive offices)
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19312
(Zip Code)
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610-296-3400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On December 31, 2010, Dollar Financial Corp. (Dollar) announced that its wholly owned
subsidiary, Dollar Financial U.K. Limited (the Company), had completed its acquisition (the
Acquisition) of all of the outstanding capital stock of Sefina Finance AB (Sefina) pursuant to
a share purchase agreement dated December 2, 2010 (the Purchase Agreement) with NSF Nordic
Special Finance AB (the Seller).
Sefina, a Scandinavian pawn lending business with its headquarters in Stockholm, Sweden and a
more than 125 year operating history, provides pawn loans primarily secured by gold jewelry,
diamonds and watches through its 16 retail store locations in Sweden and 12 retail store locations
in Finland.
The total cash consideration for the Acquisition is approximately $73.0 million, of which
approximately $58.0 million was cash paid at closing, with the remaining approximately $15.0
million in the aggregate of additional cash payable in equal installments on each of March 31,
2011, June 30, 2011 and September 30, 2011. Furthermore, the Company is obligated to pay the
Seller additional contingent consideration based on the financial performance of Sefina during the
each of the two successive 12 month periods following the closing of the Acquisition. As a part of
the Acquisition, the Company also assumed Sefinas existing working capital lines of credit
associated with a number of Scandinavian banks, the outstanding balances on which aggregated to
approximately $60.0 million as of the closing of the Acquisition, are secured by the value of
Sefinas pawn pledge stock, and have average interest rates of approximately 4%.
The description of the Acquisition and the Purchase Agreement contained in this report is
qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 to this report and is incorporated herein by reference. A copy of
the press release issued by Dollar announcing the closing of the Acquisition is filed as Exhibit
99.1 to this report.
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Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no
later than 71 calendar days after the date that this Current Report on Form 8-K is required to be
filed.
(b) Pro forma financial information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by
amendment no later than 71 calendar days after the date that this Current Report on Form 8-K is
required to be filed.
(d) Exhibits.
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Exhibit Number
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Exhibit Title
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2.1*
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Share Purchase Agreement dated as of December 2, 2010
between Dollar Financial U.K. Limited and NSF Nordic
Special Finance AB
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99.1
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Press release of Dollar Financial Corp. issued on December
31, 2011
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Dollar Financial Corp. will furnish supplementally a
copy of any omitted schedule or exhibit to the Securities and Exchange
Commission upon request; provided, however, that Dollar Financial Corp.
may request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended, for any schedule or exhibit
so furnished.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DOLLAR FINANCIAL CORP.
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Date: January 5, 2011
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By:
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/s/ William M. Athas
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Name:
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William M. Athas
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Title:
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Senior Vice President of Finance and Corporate Controller
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Exhibit Index
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Exhibit Number
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Exhibit Title
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2.1*
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Share Purchase Agreement dated as of December 2, 2010 between
Dollar Financial U.K. Limited and NSF Nordic Special Finance AB
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99.1
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Press release of Dollar Financial Corp. issued on December 31, 2011
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*
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Dollar Financial Corp. will furnish supplementally a copy of any omitted
schedule or exhibit to the Securities and Exchange Commission upon request; provided,
however, that Dollar Financial Corp. may request confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or
exhibit so furnished.
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