ACE Cash Express, Inc. Announces Exchange Offer and Consent Solicitation for 11% Senior Secured Notes due 2019

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Sep 27, 2016, 11:06 ET

DALLAS, Sept. 27, 2016 /PRNewswire/ -- ACE Cash Express, Inc. today announced that it is offering to exchange (the "Exchange Offer") any and all of its $252,173,000 aggregate principal amount outstanding of 11% Senior Secured Notes due 2019 (the "Existing Notes") of ACE Cash Express, Inc. (the "Issuer," "we" "or "our") for the Issuer's new 11% Senior Secured Notes due 2022 (the "New Notes"). The amount of Existing Notes subject to the Exchange Offer does not include the $79,827,000 aggregate principal amount of 11% Senior Secured Notes due 2019 (the "FSH Notes") held by FSH Funding Company, LLC ("FSH"), an affiliate of JLL Partners, Inc., who will not participate in the Exchange Offer but will instead exchange the FSH Notes for New Notes pursuant to a separate exchange agreement entered into with the Issuer.

Title of Series	CUSIP No.	Outstanding Principal Amount(1)	Exchange Consideration(2)	Early Tender Premium(2)	Total Consideration(2)(3)

11% Senior Secured Notes due 2019	004403AF8 (144A) U00452AC3 (Reg S)	$252,173,000	$950 principal amount of New Notes	$50 principal amount of New Notes	$1,000 principal amount of New Notes

(1) Excludes $79,827,000 aggregate principal amount of FSH Notes. (2) For each $1,000 principal amount of Existing Notes, subject to any rounding. The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not accept any tender of Existing Notes that would result in the issuance of New Notes in denominations of less than $2,000 principal amount or integral multiples of $1,000 in excess thereof. (3) Includes Early Tender Premium.

Holders who validly tender and do not validly withdraw their Existing Notes at or prior to 5:00 p.m., New York City time, on October 11, 2016 (as it may be extended, the "Early Tender Time") whose Existing Notes are accepted for exchange, will be eligible to receive the total consideration set forth above, which includes an early tender premium (the "Early Tender Premium") equal to $50 per $1,000 principal amount of Existing Notes accepted for exchange. Holders who validly tender and do not validly withdraw their Existing Notes after the Early Tender Time but at or prior to 11:59 p.m., New York City time, on October 25, 2016 (the "Expiration Time") whose Existing Notes are accepted for exchange, will be eligible to receive the exchange consideration set forth above, which does not include the Early Tender Premium. Holders of Existing Notes accepted for exchange will not receive any cash for any accrued and unpaid interest in respect of such Existing Notes, but the New Notes received in exchange will accrue interest from August 1, 2016, the first day of the current interest period of the Existing Notes.

Tenders of Existing Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 11, 2016 (the "Withdrawal Deadline"), but will thereafter be irrevocable, even if the Company otherwise extends the Early Tender Time or extends the Exchange Offer beyond the Expiration Time, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will be irrevocable, except in the limited circumstances where additional withdrawal rights are required by law.

Consent Solicitation

In conjunction with the Exchange Offer, we are soliciting consents from holders of Existing Notes (the "Consent Solicitation") to certain proposed amendments to the Indenture governing the Existing Notes, dated as of February 10, 2011 (as amended and supplemented prior to the date hereof, the "Existing Notes Indenture"), by and among our parent company, Ace Acquisition Corp., the Issuer, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, (i) to eliminate substantially all of the restrictive covenants, defaults and certain of the default provisions contained in the Existing Notes Indenture (the "Proposed Amendments") and (ii) to release all of the collateral securing the Existing Notes (the "Proposed Collateral Release"). We must receive consents, when combined with consents received from the FSH Consent Solicitation (as defined below), by holders representing not less than (i) a majority of the outstanding principal amount of Existing Notes (the "Proposed Amendment Requisite Consents") to adopt the Proposed Amendments and (ii) 66 2/3% of the outstanding principal amount of Existing Notes (the "Collateral Release Requisite Consents") to effectuate the Proposed Collateral Release. If the Proposed Amendment Requisite Consents or the Collateral Release Requisite Consents are delivered, we will enter into a supplemental indenture (the "Supplemental Indenture") to give effect to the Proposed Amendments and the Proposed Collateral Release, as applicable; provided, however, the Proposed Amendments and the Proposed Collateral Release will not become operative until the consummation of the Exchange Offer and the receipt of the Proposed Amendment Requisite Consents or the Collateral Release Requisite Consents, as applicable. In the event that we do not receive the Proposed Amendment Requisite Consents or the Collateral Release Requisite Consents, the Existing Notes Indenture will remain in effect in its current form. FSH currently holds $79,827,000 aggregate principal amount of Existing Notes, all of which will be disregarded in determining whether the Proposed Amendment Requisite Consents and the Collateral Release Requisite Consents have been received.

Holders of Existing Notes may not tender Existing Notes without delivering the related consents to the Proposed Amendments and the Proposed Collateral Release.

The Exchange Offer and Consent Solicitation is conditioned on the satisfaction or waiver of certain conditions, as described in the Confidential Offering Memorandum and Consent Solicitation Statement dated the date hereof (as amended and supplemented, the "Confidential Offering Memorandum and Consent Solicitation Statement"), including, a minimum participation condition of no less than $126,087,000 in aggregate principal amount of Existing Notes tendered when combined with the amount of Existing Notes tendered pursuant to the FSH Tender Offer (as defined below). The Exchange Offer and Consent Solicitation may be amended, extended or terminated at any time and for any reason, subject to applicable law.

FSH Tender Offer and Consent Solicitation

Substantially concurrently with the Exchange Offer and Consent Solicitation, FSH is commencing a cash tender offer (the "FSH Tender Offer") and soliciting consents to the Proposed Amendments and the Proposed Collateral Release (the "FSH Consent Solicitation") pursuant to a Confidential Offer to Purchase and Consent Solicitation Statement dated the date hereof (as amended and supplemented, the "Offer to Purchase and Consent Solicitation Statement"), to purchase up to a maximum cash amount of $73,500,000 of Existing Notes at a price to be determined pursuant to a "Modified Dutch Auction" process, plus any accrued and unpaid interest on the Existing Notes from August 1, 2016, to but excluding, the settlement date.

If a holder wishes to receive only New Notes in exchange for Existing Notes tendered, such holder should tender Existing Notes into the Exchange Offer and not tender into the FSH Tender Offer. If a holder wishes to receive cash in exchange for Existing Notes tendered, such holder should tender Existing Notes into the FSH Tender Offer in accordance with the terms and subject to the conditions set forth in the FSH Offer to Purchase and Consent Solicitation Statement. Accordingly, holders who wish to receive cash instead of New Notes should read the FSH Offer to Purchase and Consent Solicitation Statement. By tendering into the FSH Tender Offer, such holder shall be deemed to have tendered Existing Notes into the Exchange Offer and consented to the Proposed Amendments and the Proposed Collateral Release. Holders tendering into the FSH Tender Offer are not required to and should not separately tender Existing Notes into the Exchange Offer.

The Exchange Offer and Consent Solicitation is only being made, and copies of the Confidential Offering Memorandum and Consent Solicitation Statement, the Offer to Purchase and Consent Solicitation Statement and the related letters of transmittal and consent (together, the "Offering Documents"), will only be made available, to (1) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) non "U.S. persons" who are outside of the United States within the meaning of Regulation S under the Securities Act. Holders may obtain copies of the Offering Documents from the information agent, D.F. King & Co., Inc., at (800) 431-9629 (toll-free) or (212) 269-5550 (for banks and brokers).

Holders who desire to tender their Existing Notes must fully complete and submit the related letter of transmittal and consent to the exchange agent, D.F. King & Co., Inc., at or prior to the Early Tender Time, in order to be eligible to receive the Early Tender Premium, or at or prior to the Expiration Time, as applicable.

Holders are urged to carefully read the Offering Documents before making any decision with respect to the Exchange Offer and Consent Solicitation. None of the Company, the information agent or the exchange agent makes any recommendation as to whether holders should tender or refrain from tendering their Existing Notes. Holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

About ACE Cash Express, Inc.

ACE Cash Express, Inc. is a leading financial services retailer serving unbanked and underbanked consumers, which provides through retail store locations and online, a range of consumer financial products and services including short-term consumer loans, check cashing, prepaid debit cards, money transfers, bill payments, and money orders. ACE Cash Express, Inc. is the largest owner and operator of check cashing stores in the United States and the second largest owner and operator of short-term consumer loan stores in the United States.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the Issuer's current views with respect to future events, based on what it believes are reasonable assumptions. No assurance can be given, however, that these events will occur. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, new rules proposed by the Consumer Financial Protection Bureau affecting the consumer lending industry, increased regulation and scrutiny and market conditions.

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SOURCE ACE Cash Express, Inc.