First Cash Financial Services, Inc. (“First Cash”) (NASDAQ:FCFS)
and Cash America International, Inc. (“Cash America”) (NYSE:CSH)
today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (“HSR Act”), with respect to the
proposed business combination of First Cash and Cash America, has
expired, concluding antitrust review of the transaction under the
HSR Act and satisfying one of the important conditions to the
closing of the pending transaction.
The companies also announced today the entry by
First Cash into a $400 million unsecured revolving bank credit
facility (“Credit Facility”) for the combined company, which will
become effective upon the completion of the proposed transaction
subject to the satisfaction of customary closing conditions. The
Credit Facility includes eight participating commercial lenders led
by Wells Fargo. An uncommitted accordion feature allows the Credit
Facility to be increased to $500 million subject to customary
conditions. The Credit Facility will have a five-year term from the
closing date of the merger and will bear interest at either the
prevailing London Interbank Offered Rate (LIBOR) plus a fixed
spread of 2.5% or the prevailing prime or base rate plus a fixed
spread of 1.5%.
“The expiration of the waiting period under the
HSR Act and the entry into the Credit Facility are two important
steps toward the closing of the proposed transaction, which remains
subject to other customary closing conditions, including approval
of both companies’ stockholders. We remain very excited about the
combination of our two companies and expect the transaction to
close in the third quarter of 2016,” said Rick L. Wessel, Chairman
and Chief Executive Officer of First Cash, and T. Brent Stuart,
President and Chief Executive Officer of Cash America.
About Hart-Scott-Rodino (HSR
Act)
The HSR Act is a U.S. regulatory provision that
requires parties to submit a detailed filing of a proposed merger
or acquisition with the U.S. Federal Trade Commission and
Department of Justice. The agencies then require a waiting period
while they review the filing to determine that the transaction will
not adversely affect U.S. commerce under the antitrust laws.
About the Proposed
Transaction
On April 28, 2016, First Cash and Cash America
entered into a definitive merger agreement pursuant to which the
companies will combine in an all-stock merger of equals to create
the leading operator of retail pawn stores in the United States and
Latin America. The combined Company, to be named FirstCash,
Inc., will have one of the largest retail pawn store footprints in
Latin America and the United States, with over 2,000 locations
across four countries.
Additional information concerning the proposed
transaction is included in the preliminary proxy
statement/prospectus, which was filed with the SEC on June 15, 2016
and can be accessed on the SEC’s website.
About First Cash
With over 1,270 retail and consumer lending
locations in the U.S., Mexico, Guatemala and El Salvador, First
Cash Financial Services, Inc. is a leading international operator
of pawn stores. First Cash focuses on serving cash and credit
constrained consumers through its retail pawn locations, which buy
and sell a wide variety of jewelry, consumer electronics, power
tools, household appliances, sporting goods, musical instruments
and other merchandise, and make small consumer pawn loans secured
by pledged personal property. Approximately 97% of the Company’s
revenues are from pawn operations.
First Cash is a component company in both the
Standard & Poor’s SmallCap 600 Index® and the Russell 2000
Index®. First Cash’s common stock (ticker symbol “FCFS”) is traded
on the NASDAQ Global Select Market, which has the highest initial
listing standards of any stock exchange in the world based on
financial and liquidity requirements.
About Cash America
As of March 31, 2016, Cash America
International, Inc. operated 892 total locations in the United
States offering pawn lending and related services to consumers,
which included the following:
- 819 lending locations in 20 states in the United States
primarily under the names “Cash America Pawn,” “SuperPawn,” “Cash
America Payday Advance,” and “Cashland;” and
- 73 check cashing centers (all of which are unconsolidated
franchised check cashing centers) operating in 12 states in the
United States under the name “Mr. Payroll.”
For additional information regarding Cash
America and the services it provides, visit the Company’s website
located at: www.cashamerica.com or download the Cash America
mobile app without cost from the App StoreSM and on Google
Play™.
App Store is a service mark of Apple Inc. and
Google Play is a trademark of Google Inc.
Forward-Looking Statements
This communication contains “forward-looking
statements” (as defined in the Securities Litigation Reform Act of
1995) regarding, among other things, future events or the future
financial performance of First Cash and Cash America or anticipated
benefits of the proposed transaction. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “will,” “estimates,”
“may,” “could,” “should” and words and terms of similar substance
used in connection with any discussion of future plans, actions or
events identify forward-looking statements. The closing of the
proposed transaction is subject to the approval of the stockholders
of First Cash and Cash America, regulatory approvals and other
customary closing conditions. There is no assurance that such
conditions will be met or that the proposed transaction will be
consummated within the expected time frame, or at all.
Forward-looking statements relating to the proposed transaction
include, but are not limited to: statements about the benefits of
the proposed transaction, including anticipated synergies, cost
savings, cash flows and future financial and operating results;
future capital returns to stockholders of the combined company;
First Cash’s and Cash America’s plans, objectives, expectations,
projections and intentions; the expected timing of completion of
the proposed transaction; the impact of any CFPB rules that may be
adopted on First Cash and Cash America; and other statements
relating to the transaction that are not historical facts.
Forward-looking statements are based on information currently
available to First Cash and Cash America and involve estimates,
expectations and projections. Investors are cautioned that all such
forward-looking statements are subject to risks and uncertainties,
and important factors could cause actual events or results to
differ materially from those indicated by such forward-looking
statements. With respect to the proposed transaction, these risks,
uncertainties and factors include, but are not limited to: the risk
that First Cash or Cash America may be unable to obtain
governmental and regulatory approvals required for the transaction,
or that required governmental and regulatory approvals may delay
the transaction or result in the imposition of conditions that
could reduce the anticipated benefits from the proposed transaction
or cause the parties to abandon the proposed transaction; the risk
that required stockholder approvals may not be obtained; the risks
that condition(s) to closing of the transaction may not be
satisfied; the length of time necessary to consummate the proposed
transaction, which may be longer than anticipated for various
reasons; the risk that the conditions to closing the Credit
Facility may not be satisfied; the risk that the businesses will
not be integrated successfully; the risk that the benefits, cost
savings, cash flows, synergies and growth from the proposed
transaction may not be fully realized or may take longer to realize
than expected; the diversion of management time to
transaction-related issues; the risk that costs associated with the
integration of the businesses are higher than anticipated; and
litigation risks related to the transaction. With respect to the
businesses of First Cash and/or Cash America, including if the
proposed transaction is consummated, these risks, uncertainties and
factors include, but are not limited to: the effect of future
regulatory or legislative actions on the companies or the
industries in which they operate and the effect of compliance with
enforcement actions, orders or agreements issued by applicable
regulators; the risk that the credit ratings of the combined
company or its subsidiaries may be different from what the
companies expect and/or risks related to the ability to obtain
financing; economic and foreign exchange rate volatility,
particularly in Latin American markets; adverse gold market or
exchange rate fluctuations; increased competition from banks,
credit unions, internet-based lenders, other short-term consumer
lenders and other entities offering similar financial services as
well as retail businesses that offer products and services offered
by First Cash and Cash America; a decrease in demand for First
Cash’s or Cash America’s products and services; public perception
of First Cash’s or Cash America’s business and business practices;
changes in the general economic environment, or social or political
conditions, that could affect the businesses; the potential impact
of the announcement or consummation of the proposed transaction on
relationships with customers, suppliers, competitors, management
and other employees; risks related to any current or future
litigation proceedings; the ability to attract new customers and
retain existing customers in the manner anticipated; the ability to
hire and retain key personnel; reliance on and integration of
information technology systems; ability to protect intellectual
property rights; the impact of security breaches, cyber-attacks or
fraudulent activity on First Cash’s or Cash America’s reputation;
the risks associated with assumptions the companies make in
connection with their parties’ critical accounting estimates and
legal proceedings; and the potential of international unrest,
economic downturn or effects of currency fluctuations, tax
assessments or tax positions taken, risks related to goodwill and
other intangible asset impairments, tax adjustments, anticipated
tax rates, benefit or retirement plan costs, or other regulatory
compliance costs.
Additional information concerning these and
other risk factors is also contained in First Cash’s Form S-4
Registration Statement that was filed with the Securities and
Exchange Commission (“SEC”) on June 15, 2016, which includes the
preliminary joint proxy statement for First Cash and Cash America,
including any amendments thereto, as well as First Cash’s and Cash
America’s most recently filed Annual Reports on Form 10-K and
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and other SEC filings.
Many of these risks, uncertainties and
assumptions are beyond First Cash’s or Cash America’s ability to
control or predict. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these
forward-looking statements. Furthermore, forward-looking statements
speak only as of the information currently available to the parties
on the date they are made, and neither First Cash nor Cash America
undertakes any obligation to update publicly or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of this communication. Neither First Cash
nor Cash America gives any assurance (1) that either First
Cash or Cash America will achieve its expectations, or
(2) concerning any result or the timing thereof. All
subsequent written and oral forward-looking statements concerning
First Cash, Cash America, the proposed transaction, the combined
company or other matters and attributable to First Cash or Cash
America or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find
It
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval with respect to the proposed transaction between First
Cash and Cash America or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. The
proposed transaction between First Cash and Cash America will be
submitted to the respective stockholders of First Cash and Cash
America for their consideration. In connection with the proposed
transaction between First Cash and Cash America, on June 15, 2016,
First Cash filed with the SEC a registration statement on Form S-4
that includes a preliminary joint proxy statement of First Cash and
Cash America that also constitutes a preliminary prospectus of
First Cash. These materials are not yet final and will be amended.
After such time as the registration statement on Form S-4 has been
declared effective by the SEC, First Cash and Cash America will
mail the joint proxy statement/prospectus to their respective
stockholders when it becomes final. First Cash and Cash America
also plan to file other documents with the SEC regarding the
proposed transaction. This communication is not a substitute for
any prospectus, proxy statement or any other document which First
Cash or Cash America may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF
FIRST CASH AND CASH AMERICA ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS ONCE IT IS FILED WITH THE SEC AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT FIRST CASH, CASH AMERICA, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and stockholders will be able
to obtain free copies of the joint proxy statement/prospectus and
other documents containing important information about First Cash
and Cash America, once such documents are filed with the SEC,
through the website maintained by the SEC at www.sec.gov. First
Cash and Cash America make available free of charge at
www.firstcash.com and www.cashamerica.com, respectively (in
the “Investor” or “Investor Relations” section, as applicable),
copies of materials they file with, or furnish to, the SEC.
Participants in the Merger
Solicitation
First Cash, Cash America, and certain of their
respective directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of First Cash and
Cash America in connection with the proposed transaction.
Information about the directors and executive officers of First
Cash is set forth in its proxy statement for its 2016 annual
meeting of stockholders, which was filed with the SEC on April 28,
2016. Information about the directors of Cash America is set forth
in its proxy statement for its 2016 annual meeting of shareholders,
which was filed with the SEC on April 7, 2016, and information
about the executive officers of Cash America is set forth in Cash
America’s Annual Report on Form 10-K, which was filed with the SEC
on February 26, 2016. These documents can be obtained free of
charge from the sources indicated above. Other information
regarding those persons who are, under the rules of the SEC,
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
First Cash Contacts:
For further information, please contact:
Gar Jackson
Global IR Group
(949) 873-2789
gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
(817) 505-3199
investorrelations@firstcash.com
Cash America Contacts:
Investors
L. Dee Littrell
817-570-1661 Direct
dlittrell@cashamerica.com
Media
Yolanda Walker
817-333-1973 Direct
ywalker@cashamerica.com
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