FirstCash, Inc. (the “Company”) (Nasdaq: FCFS) today announced that
it has upsized and priced its previously announced private offering
(the “Offering”) of $550 million in aggregate principal amount of
senior notes due 2030 (the “Notes”), representing an increase of
$25 million in aggregate principal amount from the previously
announced proposed offering size. The Notes will pay interest
semi-annually at a rate of 5.625% per annum payable on January 1
and July 1 of each year beginning on July 1, 2022. The Notes will
be unsecured senior obligations of the Company. The Offering is
expected to close on December 13, 2021, subject to the satisfaction
of customary closing conditions.
The Company intends to use the proceeds from the
Offering to finance the cash consideration of the previously
announced pending acquisition (the “Acquisition”) of American First
Finance Inc. (“AFF”), repay in full the outstanding debt under
AFF’s credit facility, to pay fees, costs and expenses incurred in
connection with the Acquisition and the Offering and the remainder
(if any) to repay a portion of the borrowings under the Company’s
senior unsecured revolving credit facility. The Offering is not
contingent on the closing of the Acquisition or any debt financing.
However, in the event that (i) the Acquisition is not consummated
on or prior to March 31, 2022 (the “Outside Date”) or (ii) the
Company notifies BOKF, NA, which is serving as trustee for the
Notes, of its abandonment or termination of the business
combination agreement dated as of October 27, 2021, as amended, by
and among the Company, AFF and the other parties thereto, or its
determination that the Acquisition will not be consummated by the
Outside Date, the Notes will be subject to a special mandatory
redemption at a price equal to 100% of the initial issue price of
the Notes plus accrued and unpaid interest from the date of the
issuance of the Notes to, but excluding, the date of such special
mandatory redemption.
The Notes are being offered in a private
placement, solely to persons reasonably believed to be qualified
institutional buyers in reliance on the exemption from registration
provided by Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), or outside the United States to
persons other than “U.S. persons” in reliance on Regulation S under
the Securities Act. The Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
This notice does not constitute an offer to sell
the Notes, nor a solicitation for an offer to purchase the Notes,
in any jurisdiction in which such offer or solicitation would be
unlawful.
Forward-Looking Information
This release contains forward-looking
statements, including statements about the Offering and the
intended use of the net proceeds thereof. Forward-looking
statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995, can be identified by the use of
forward-looking terminology such as “believes,” “projects,”
“expects,” “may,” “estimates,” “should,” “plans,” “targets,”
“intends,” “could,” “would,” “will,” “anticipates,” “potential,”
“confident,” “optimistic,” or the negative thereof, or other
variations thereon, or comparable terminology, or by discussions of
strategy, objectives, estimates, guidance, expectations and future
plans. Forward-looking statements can also be identified by the
fact these statements do not relate strictly to historical or
current matters. Rather, forward-looking statements relate to
anticipated or expected events, activities, trends or results.
Because forward-looking statements relate to matters that have not
yet occurred, these statements are inherently subject to risks and
uncertainties. The forward looking statements contained in this
release include, without limitation, statements related to: the
expected timing, size, terms and the Company’s ability to complete
the Offering and any debt financing; the Company’s anticipated use
of proceeds from the Offering; and the completion of the planned
Acquisition and the timing and financing thereof.
These forward-looking statements are made to
provide the public with management’s current expectations with
regard to the planned Acquisition, the Offering and the intended
use of the net proceeds thereof. Although the Company believes the
expectations reflected in forward-looking statements are
reasonable, there can be no assurances such expectations will prove
to be accurate. Security holders are cautioned that such
forward-looking statements involve risks and uncertainties. Certain
factors may cause results to differ materially from those
anticipated by the forward-looking statements made in this release.
Such factors may include, without limitation, risks associated with
the CFPB lawsuit filed against the Company, including the
incurrence of meaningful expenses, reputational damage, monetary
damages and other penalties; with acquisitions generally, such as
the inability to obtain, or delays in obtaining, required approvals
under applicable anti-trust legislation and other regulatory and
third party consents and approvals; potential volatility in the
capital markets and impact on the ability to complete the proposed
debt financing necessary to satisfy the purchase price; failure to
retain key management and employees of AFF; issues or delays in the
successful integration of AFF operations with those of the Company,
including incurring or experiencing unanticipated costs and/or
delays or difficulties; unfavorable reaction to the acquisition by
customers, competitors, suppliers and employees; the Company’s
ability to consummate the Offering and the risks, uncertainties and
regulatory developments (1) related to the COVID-19 pandemic, which
include risks and uncertainties related to the current unknown
duration of the COVID-19 pandemic, the impact of governmental
responses that have been, and may in the future be, imposed in
response to the pandemic, including stimulus programs which could
adversely impact lending demand, vaccine mandates which could have
an adverse impact on the Company’s ability to retain its employees
and regulations which could adversely affect the Company’s ability
to continue to fully operate, potential changes in consumer
behavior and shopping patterns which could impact demand for both
the Company’s pawn loan and retail products, labor shortages, the
deterioration in the economic conditions in the United States and
Latin America which potentially could have an impact on
discretionary consumer spending, and currency fluctuations,
primarily involving the Mexican peso and (2) discussed and
described in (i) the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020 and filed with the Securities and
Exchange Commission (the “SEC”) on February 1, 2021, including the
risks described in Part 1, Item 1A, “Risk Factors” thereof, and
(ii) in the other reports filed with the SEC, including the
Company’s Quarterly Report on Form 10-Q for the periods ended March
31, 2021, June 30, 2021 and September 30, 2021. Many of these risks
and uncertainties are beyond the ability of the Company to control,
nor can the Company predict, in many cases, all of the risks and
uncertainties that could cause its actual results to differ
materially from those indicated by the forward-looking statements.
The forward-looking statements contained in this release speak only
as of the date of this release, and the Company expressly disclaims
any obligation or undertaking to report any updates or revisions to
any such statement to reflect any change in the Company’s
expectations or any change in events, conditions or circumstances
on which any such statement is based, except as required by
law.
About FirstCash
FirstCash is the leading international operator
of pawn stores with more than 2,800 retail pawn locations and
approximately 16,000 employees in 25 U.S. states, the District of
Columbia and four countries in Latin America including Mexico,
Guatemala, Colombia and El Salvador. FirstCash focuses on serving
cash and credit constrained consumers through its retail pawn
locations, which buy and sell a wide variety of jewelry,
electronics, tools, appliances, sporting goods, musical instruments
and other merchandise, and make small consumer pawn loans secured
by pledged personal property.
FirstCash is a component company in both the
Standard & Poor’s MidCap 400 Index® and the
Russell 2000 Index®. FirstCash’s common stock
(ticker symbol “FCFS”) is traded on the Nasdaq,
the creator of the world’s first electronic stock market.
For further information, please contact: |
Gar Jackson |
Global IR Group |
Phone: |
(817)
886-6998 |
Email: |
gar@globalirgroup.com |
|
|
Doug Orr, Executive Vice President and Chief
Financial Officer |
Phone: |
(817) 258-2650 |
Email: |
investorrelations@firstcash.com |
Website: |
investors.firstcash.com |
FirstCash (NASDAQ:FCFS)
Historical Stock Chart
From Jun 2024 to Jul 2024
FirstCash (NASDAQ:FCFS)
Historical Stock Chart
From Jul 2023 to Jul 2024