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): June 6, 2014
DFC Global Corp.
(Exact
name of registrant as specified in charter)
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Delaware |
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000-50866 |
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23-2636866 |
(State of Incorporation) |
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(Commission
file number) |
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(I.R.S. Employer
Identification Number) |
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1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania |
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19312 |
(Address of principal executive offices) |
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(Zip Code) |
(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 (see General Instruction A.2. below):
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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)) |
Item 7.01 Regulation FD Disclosure
On June 6, 2014, DFC Global Corp. (DFC Global or the Company) announced that, in connection with the pending
acquisition of DFC Global by an affiliate of the Lone Star Funds (Lone Star), DFC Finance Corp., an affiliate of Lone Star (DFC Finance), has announced the pricing of its previously disclosed offering to sell senior secured
Notes (the Notes).
Press Release
On June 6, 2014, DFC Global issued a press release in connection with DFC Finances pricing of the Notes, which press release is attached
to this report as Exhibit 99.1 and incorporated herein by reference. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and will not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
Pro Forma
Financial Information
Exhibit 99.3 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission
on May 28, 2014 is hereby amended and supplemented as follows:
The third paragraph on page 1 under Unaudited
Pro Forma Condensed Consolidated Financial Statements is hereby amended by adding the following at the end of the paragraph: The accompanying pro forma financial statements do not reflect any foreign currency translation impacts related
to certain intercompany loans made in connection with the Transactions. The pro forma financial statements assume that any such intercompany loans would be treated as permanently invested in accordance with ASC 830 and, therefore,
any related unrealized foreign currency translation gains/losses would ultimately be reported in accumulated other comprehensive income in the consolidated balance sheet of Mid-Holdings.
Under Sterling Mid-Holdings Limited Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2014
on page 5, the line item Long-term debt for Pro Forma Sterling Mid-Holdings Limited is amended from $776.0 million to $826.0 million, and the line item Stockholders Equity: Additional Paid-In Capital for Pro Forma
Sterling Mid-Holdings Limited is amended from $750.0 million to $700.0 million.
Under Sterling Mid-Holdings Limited
Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Year Ended June 30, 2013, the line item Interest expense, net for Pro Forma Sterling Mid-Holdings Limited is amended from $90.4 million to
$105.9 million.
Under Sterling Mid-Holdings Limited Unaudited Pro Forma Condensed Consolidated Statement of
Operations For the Nine Months Ended March 31, 2014, the line item Interest expense, net for Pro Forma Sterling Mid-Holdings Limited is amended from $63.1 million to $74.6 million.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibit attached hereto contain certain forward-looking statements regarding, among other things, 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), and our results of operations,
financial position and future prospects following the acquisition by Lone Star and related transactions, including the entry of a new senior secured asset-based credit facility, which is referred to as the New ABL Credit Facility. These
forward-looking statements, which are usually accompanied by words such as may, might, will, should, could, intends, estimates, predicts,
potential, continue, believes, anticipates, plans, expects and similar expressions, involve risks and uncertainties. In light of these risks, uncertainties and assumptions, the
forward-looking statements in this Current Report on Form 8-K and the exhibit attached hereto may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. There are important factors
that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or forecasted in, or implied by, such forward-looking statements, and include among others, statements relating to:
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our ability to generate a sufficient amount of cash to service our indebtedness and fund our operations; |
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our ability to operate our business under agreements governing certain of our indebtedness containing financial covenants and other restrictions; |
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our ability to manage changes in, and comply with, applicable laws and regulations governing consumer protection, lending, debt collection and other practices, and increased regulatory oversight of our business,
including by the Consumer Financial Protection Bureau in the United States and the Financial Conduct Authority in the United Kingdom; |
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our ability to realize the anticipated financial and strategic goals of future acquisitions or investments, including the identification of acquisition targets and the integration and performance of acquired stores and
businesses; |
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our ability to effectively manage any changes in economic, political and social conditions; |
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our ability to manage risks associated with the negative public perception and press coverage of single-payment consumer loans; |
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our ability to estimate and absorb loan losses; |
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our ability to manage risks associated with having a significant amount of goodwill which is subject to periodic review and testing for impairment; |
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potential outcomes of our current and future litigation; |
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our ability to effectively compete in the financial services industry and maintain market share; |
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our ability to manage risks inherent in an international operation, including foreign currency fluctuation; |
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the consequences of the continued US and global financial uncertainty and the accompanying worldwide recession and the impact on the markets we serve; |
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our ability to sustain demand for our products and services and our ability to sustain and improve the performance of our stores and internet businesses; |
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our ability to compete in light of technological advances or changes to Internet search engines methodologies; |
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our ability to manage our growth effectively; |
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our ability to manage a significant or sudden decline in the price of gold; |
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our ability to protect sensitive or confidential customer data and our ability to detect and prevent security breaches, cyber attacks or fraudulent activity; |
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our ability to maintain our existing contractual relationships, including after the acquisition by Lone Star; |
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our ability to manage the effect of changes to the United States defense budget on our business; |
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our ability to safeguard against employee error and theft; |
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our ability to manage the impact of debt and equity financing transactions; |
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the effects of new products and services; |
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changes to our existing products and services; |
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our ability to attract and retain talent required for our business; |
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the effects of incurring a substantial amount of indebtedness under our debt arrangements; |
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the effects of complying with the covenants contained in our debt arrangements; |
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the terms and conditions of the indebtedness under our debt arrangements, which may place restrictions on our ability to respond to changes in our business or to take certain actions; |
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changes in key management personnel and our ability to retain key management personnel; |
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the impact of the acquisition of DFC Global and related transactions and reorganizations on our current plans and operations and the potential difficulties in employee and customer retention as a result of such
acquisition; |
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diversion of managements attention from ongoing business concerns to matters related to the DFC Global acquisition; and |
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the impact of acquisition accounting on goodwill and other tangible and intangible assets as a result of the DFC Global acquisition. |
You should read this Current Report on Form 8-K and the exhibit attached hereto completely and with the understanding that our actual future
results may be materially different from what we expect. You should assume that the information appearing in this Current Report on Form 8-K and the exhibit attached hereto is accurate as of the date hereof. Our business, financial condition,
results of operations and prospects may change. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material
developments related to previously disclosed information. We qualify all of the information presented in this Current Report on Form 8-K and the exhibit attached hereto, and particularly our forward-looking statements, by these cautionary
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release announcing pricing terms by DFC Finance Corp., dated June 6, 2014. |
Signatures
Pursuant to the requirements of the Securities and 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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DFC Global Corp. |
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By: |
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/s/ William M. Athas |
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William M. Athas |
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Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller |
Date: June 6, 2014
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release announcing pricing terms by DFC Finance Corp., dated June 6, 2014. |
Exhibit 99.1
1436 Lancaster Avenue, Suite 300
Berwyn, PA 19312
Ph:
(610) 296-3400 Fax: (610) 296-7844
www.dfcglobalcorp.com
FOR IMMEDIATE RELEASE
DFC GLOBAL CORP. ANNOUNCES
PRICING OF PRIVATE OFFERING OF SENIOR SECURED NOTES
BERWYN, PA (BusinessWire) June 6, 2014 DFC Global Corp. (NASDAQ: DLLR) (the
Company) today announced that in connection with the pending acquisition of the Company by an affiliate of Lone Star Funds (Lone Star), DFC Finance Corp., a Delaware corporation and an affiliate of Lone Star, priced its
private offering of $800 million aggregate principal amount of Senior Secured Notes due 2020 (the USD Notes). The USD Notes will bear interest at a rate of 10.5% per annum.
Upon consummation of the acquisition, the USD Notes will be guaranteed by the Company and substantially all of its direct and indirect, wholly owned
subsidiaries organized in the United States, Canada and the United Kingdom, subject to certain exceptions.
The proceeds from the offering will be used,
in part, to finance the pending acquisition of the Company by Lone Star and related transactions, including the redemption of certain of the Companys existing indebtedness.
The USD Notes being offered have not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities
laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly,
the USD Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the
Securities Act. A confidential offering memorandum for the USD Notes, dated today, will be made available to such eligible persons. The offering is being conducted in accordance with the terms and subject to the conditions set forth in the offering
memorandum.
This press release is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of, these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
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DFC Global Corp. (NASDAQ: DLLR) is a leading international non-bank provider of alternative financial services, principally unsecured short term consumer
loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked consumers. DFC Global Corp. serves its customers through its approximately 1,500 current retail
storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, the Czech Republic and the Republic of Ireland. For
more information, please visit the Companys website at www.dfcglobalcorp.com.
Certain statements contained herein that are not descriptions of historical facts are
forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements.
Additional information concerning these and other factors can be found in our press releases and public periodic filings with the SEC. Many of the factors
that will determine our future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect managements views only as of the date hereof. We undertake
no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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Contact: |
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ICR Investor Relations:
Garrett Edson, 484-320-5800 or
Media: Phil Denning, 203-682-8200 |
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