Attached files
file | filename |
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EX-99.1 - EX-99.1 - DFC GLOBAL CORP. | w80762exv99w1.htm |
EX-10.1 - EX-10.1 - DFC GLOBAL CORP. | w80762exv10w1.htm |
Table of Contents
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
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): December 2, 2010
DOLLAR FINANCIAL CORP.
(Exact name of registrant as specified in charter)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
DELAWARE (State or Other Jurisdiction of Incorporation) |
000-50866 (Commission file number) |
23-2636866 (I.R.S. Employer Identification Number) |
1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania (Address of principal executive offices) |
19312 (Zip Code) |
610-296-3400
(Registrants telephone number, including area code)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
Exhibit Index | ||||||||
EX-10.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 | Entry into a Material Definitive Agreement. |
On December 2, 2010, Dollar Financial U.K. Limited (the Company), a wholly owned subsidiary of
Dollar Financial Corp. (Dollar), entered into a share purchase agreement (the Purchase
Agreement) with NSF Nordic Special Finance AB (the Seller), pursuant to which the Company has
agreed to purchase from Seller (the Acquisition) all of the outstanding capital stock of Sefina
Finance AB (Sefina), a Scandinavian pawn lending business with its headquarters in Stockholm,
Sweden. Sefina, which has 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.
Based upon an exchange rate of SEK 6.90 to USD 1.00 as of December 2, 2010, the purchase price for
the Acquisition would be approximately $73.0 million, of which approximately $58.0 million would be
paid to Seller upon the closing of the Acquisition and in the aggregate approximately $15.0 million
would be paid in equal installments on each of March 31, 2011, June 30, 2011 and September 30,
2011. In conjunction with the Acquisition, Sefina will retain approximately $60.0 million of
outstanding balances on its existing working capital lines of credit (the Assumed Indebtedness),
which currently have interest rates of approximately 4%, and are secured by the value of Sefinas
pawn pledge stock. Furthermore, the Company will be required to make additional cash payments to
the Sellers over the two years following the closing of the Acquisition based on Sefinas financial
performance.
The completion of the Acquisition is contingent upon customary closing conditions, including local
regulatory approval. The Company expects to complete the Acquisition on or before January 31,
2011; however, there is no assurance that the Acquisition will be consummated at that time or
thereafter. The Purchase Agreement may be terminated by the Company or the Seller at any time
after January 31, 2011 due to a failure to satisfy any of the closing conditions under the Purchase
Agreement prior to such date.
The Purchase Agreement includes customary non-competition and confidentiality obligations. The
Purchase Agreement also contains customary representations and warranties, covenants and
indemnification provisions.
Neither the Company nor any of its subsidiaries or respective affiliates has any material
relationship with the Seller or any of its affiliates other than in respect of the Purchase
Agreement and the other ancillary agreements entered into in connection with the Acquisition.
A copy of the press release issued by Dollar announcing the Acquisition is filed as Exhibit 99.1 to
this Form 8-K.
In connection with the execution of the Purchase Agreement, Dollar entered into an amendment to its
Amended and Restated Credit Agreement dated as of December 23, 2009 among the Company, certain
affiliates of the Company and the lenders party thereto (as previously amended, restated, or
otherwise modified, and as may be amended, restated, or otherwise modified from time to time, the
Credit Agreement Amendment) that removes certain restrictions as they would relate to Sefina and
permits the Company to maintain the Assumed Indebtedness upon the closing of the Acquisition. A
copy of the Credit Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Table of Contents
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Exhibit Title | |||
10.1 | First Amendment to and Consent Under Amended and Restated
Credit Agreement dated as of December 2, 2010 among Dollar
Financial Corp., Dollar Financial Group, Inc., National
Money Mart Company, Dollar Financial U.K. Limited, the
several lenders parties thereto, and Wells Fargo Bank,
National Association, as administrative agent |
|||
99.1 | Press release of Dollar Financial Corp. issued on December
2, 2010 |
Table of Contents
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.
DOLLAR FINANCIAL CORP. |
||||
Date: December 8, 2010 | By: | /s/ William M. Athas | ||
Name: | William M. Athas | |||
Title: | Senior Vice President of Finance and Corporate Controller |
Table of Contents
Exhibit Index
Exhibit Number | Exhibit Title | |||
10.1 | First Amendment to and Consent Under Amended and Restated Credit
Agreement dated as of December 2, 2010 among Dollar Financial
Corp., Dollar Financial Group, Inc., National Money Mart Company,
Dollar Financial U.K. Limited, the several lenders parties
thereto, and Wells Fargo Bank, National Association, as
administrative agent |
|||
99.1 | Press release of Dollar Financial Corp. issued on December 2, 2010 |