ACE Cash Express, Inc. Commences Cash Tender Offer and Related Consent Solicitation for Outstanding Senior Notes

IRVING, Texas, Jan. 10, 2011 /PRNewswire/ -- ACE Cash Express, Inc.  (the "Company"), announced today that it is commencing a cash tender offer for any and all of its outstanding 10.25% Senior Notes due 2014 (CUSIP No. U00452AA7 and 004403AA9) (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated the date hereof (as it may be amended or supplemented from time to time, the "Statement"), and in the related Letter of Transmittal and Consent (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, collectively with the Statement, the "Offer Documents").  In connection with the tender offer, and on the terms and subject to the conditions set forth in the Offer Documents, the Company is soliciting consents of holders of the Notes to authorize the elimination of most of the restrictive covenants and certain of the events of default contained in the indenture governing the Notes (the "Proposed Amendments").  Holders may not tender their Notes without delivering their consents to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering their Notes.  We are seeking consents to the Proposed Amendments as a single proposal.  Accordingly, any consent purporting to consent to the Proposed Amendments only in part will be deemed a valid delivery of consent to all of the Proposed Amendments.  The Company intends to use the proceeds from a proposed $350.0 million debt financing, together with available cash, to fund the tender offer, repay certain other indebtedness of the Company and pay related fees and expenses. Any remaining proceeds will be used for general corporate purposes.  

The consent payment deadline is 5:00 p.m., New York City time, on January 24, 2011 (such time and date, as it may be extended, the "Consent Payment Deadline"), and the tender offer will expire at 12:00 midnight, New York City time, on February 7, 2011 (such time and date, as it may be extended, the "Expiration Time"), in each case, unless earlier terminated by the Company. Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on January 24, 2011 (such time and date, as it may be extended, the "Withdrawal Deadline") but not thereafter, except as required by law.  The Company may extend the Consent Payment Deadline without extending the Withdrawal Deadline.

The total consideration for each $1,000 principal amount of Notes validly tendered at or before the Consent Payment Deadline and purchased pursuant to the tender offer will be $1,000, which includes a payment of $50 per $1,000 principal amount of Notes payable only in respect of Notes tendered with consents at or before the Consent Payment Deadline.  Holders validly tendering Notes after the Consent Payment Deadline but at or before the Expiration Time will be eligible to receive only the tender offer consideration of $950 per $1,000 principal amount of Notes, namely an amount equal to the total consideration less the consent payment.  In addition, holders whose Notes are purchased in the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the applicable payment date for the Notes.  Tenders of Notes will be accepted only in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof.

The Company has reserved the right, at any time following the Consent Payment Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase all Notes validly tendered and not validly withdrawn on or before the Early Acceptance Date.  If the Company elects to exercise this option, the Company will pay the total consideration or tender offer consideration, as the case may be, for the Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Early Payment Date").

Subject to the terms and conditions of the tender offer being satisfied or waived, the Company will, promptly after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn at or before the Withdrawal Deadline)(or if the Company has exercised its early purchase option as described above, all Notes validly tendered after the Early Acceptance Date and at or before the Expiration Time).  The Company will pay the total consideration or tender offer consideration, as the case may be, for Notes accepted for purchase promptly following the acceptance of Notes for purchase (the date of such payment being referred to as the "Final Payment Date").

The Company's obligation to consummate the tender offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, (i) receipt by the Company of aggregate proceeds of at least $350.0 million from a proposed debt financing on terms satisfactory to the Company, (ii) receipt of the requisite consents to authorize the Proposed Amendments to the indenture (consents in respect of a majority of the outstanding Notes are required for the Proposed Amendments) and (iii) execution and delivery of a supplemental indenture giving effect to the Proposed Amendments.  

The depositary and information agent for the tender offer and consent solicitation is D.F. King & Co., Inc.  The exclusive dealer manager for the tender offer and solicitation agent for the consent solicitation is Credit Suisse Securities (USA) LLC ((800) 820-1653 (toll-free) and (212) 325-5912 (collect)).

The Offer Documents will be distributed to holders of Notes promptly.  Holders with questions or who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc., toll-free at (800) 967-4607.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes.  The tender offer and the consent solicitation are being made only pursuant to the Offer Documents that the Company will be distributing to noteholders promptly.  Noteholders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the tender offer and the consent solicitation.  None of the Company, the dealer manager and the solicitation agent, the depositary, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consents in the consent solicitation.  This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities that may be sold pursuant to the proposed debt financing.

ACE Cash Express, Inc. is a leading retailer of financial services focused on serving unbanked and underbanked consumers.  It 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.  Its products and services include short-term consumer loans, check cashing, bill payments, prepaid debit cards, title loans, auto insurance, money transfers and money orders.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements." You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters.  Rather, forward-looking statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  Forward-looking statements may contain words such as "believe," "anticipate," "expect," "estimate," "intend," "project," "plan," "will," or words or phrases of similar meaning.  Because forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions, these statements are inherently subject to risks and uncertainties.  Many factors could affect our forward-looking statements, including, among others, the completion of the tender offer and the receipt of consents to approve the Proposed Amendments to the indenture governing the Notes.  New risk factors can also emerge from time to time.  It is not possible for us to predict all of these risks, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in forward-looking statements.  Given these risks and uncertainties, actual future results may be materially different from what we plan or expect.  We will not update forward-looking statements, even if our situation changes in the future, except as required by federal securities laws.

SOURCE ACE Cash Express, Inc.