CNG Holdings, Inc. Announces Receipt of Requisite Consents with Respect to its Tender Offers and Consent Solicitations for its Outstanding Notes

CINCINNATI, May 1, 2012 /PRNewswire/ -- CNG Holdings, Inc. (the "Company") today announced that it had received, as of 5:00 p.m., New York City time, on April 30, 2012 (the "Consent Date"), tenders and consents from the holders of $197,750,000 in aggregate principal amount, or approximately 98.9%, of its 12-1/4% Senior Secured Notes due 2015 (the "12-1/4% Notes"), $200,000,000 aggregate principal amount of which are currently outstanding, and tenders and consents from the holders of $60,000,000 in aggregate principal amount, or 100%, of its 13.75% Senior Subordinated Notes due 2015 (the "13.75% Notes" and together with the 12-1/4% Notes, the "Notes"), $60,000,000 aggregate principal amount of which are currently outstanding, in connection with its previously announced cash tender offers and consent solicitations for the Notes, which commenced on April 17, 2012.  In connection with the tender offers and related consent solicitations for the Notes, if less than 100% of either series of the Notes are properly tendered and accepted in the tender offers, the Company will enter into a supplemental indenture to the indenture governing such series of the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain event of default provisions in such indenture.

The tender offers and consent solicitations for the Notes are scheduled to expire at 11:59 p.m., New York City time, on May 14, 2012, unless extended by the Company or earlier terminated (the "Expiration Date").  Notes tendered after the Consent Date but prior to the Expiration Date will not receive a consent payment.  Notes tendered on or prior to the Consent Date may no longer be withdrawn.  Holders of the Notes who tendered their Notes prior to the Consent Date are entitled to receive a consent payment of $20 per $1,000 principal amount of the Notes validly tendered and accepted for purchase.  The total consideration to be paid for each $1,000.00 principal amount of the 12-1/4% Notes validly tendered and not validly withdrawn before the Consent Date will be $1,093.00, which includes the $20.00 consent payment.  The total consideration to be paid for each $1,000.00 principal amount of the 13.75% Notes validly tendered and not validly withdrawn before the Consent Date will be $1,178.30, which includes the $20.00 consent payment.  Noteholders tendering after the Consent Date and prior to the Expiration Date will be eligible to receive only $1,073.00 per $1,000.00 principal amount of 12-1/4% Notes that are validly tendered and not validly withdrawn and only $1,158.30 per $1,000.00 principal amount of 13.75% Notes that are validly tendered and not validly withdrawn.  The Company will pay the consideration for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date.  The settlement date for Notes tendered on or prior to the Consent Date is expected to be on or about May 9, 2012.

The Company's obligation to accept for purchase and to pay for Notes in the tender offer is conditioned on, among other things, the Company having received replacement financing on terms acceptable to it.

Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding, and the holders thereof will be subject to the terms of the supplemental indenture applicable to each series of Notes although they did not consent to the amendments.

The Company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager and solicitation agent for the tender offers and consent solicitations.  The tender agent and information agent for the tender offers and consent solicitations is D.F. King & Co., Inc.  Requests for documents may be directed to D.F. King & Co., Inc. at (888) 628-9011 or (212) 269-5550.  Questions regarding the tender offers and consent solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 or (212) 538-1862.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities.  The tender offers and consent solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal dated April 17, 2011.  None of the Company, the dealer manager and the solicitation agent, the tender agent and 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 offers or deliver their consents in the consent solicitations.

CNG Holdings, Inc. is a privately-held international financial services company focused on serving underbanked consumers. The Company provides payday loans, installment loans, check cashing, foreign currency exchange, new and used retail goods, money orders, money transfers, automobile title loans, pawn-broking, and other financial products and services. The Company operates in U.S. retail locations under the Check 'n Go® brand and in the U.K. under the Cheque Centre® and Cash Generator® brands. CNG Holdings, Inc. also has a significant internet presence through Check 'n Go Online and related sites.

This press release includes "forward-looking statements" as defined by the Securities and Exchange Commission. Such statements include, but are not limited to, those concerning the contemplated transaction and strategic plans, expectations and objectives for future events and operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that CNG Holdings, Inc. expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by CNG Holdings, Inc. based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. 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 a number of risks and uncertainties, many of which are beyond the control of CNG Holdings, Inc. Many factors could affect the forward-looking statements made by CNG Holdings, Inc., including, among others, the completion of the tender offer and the receipt of consents to approve the Proposed Amendments to the applicable indentures governing the Notes.  New risk factors can also emerge from time to time.  It is not possible for CNG Holdings, Inc. 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.  CNG Holdings, Inc. will not update forward-looking statements, even if our situation changes in the future, except as required by federal securities law. Investors are cautioned that any such statements are not guarantees of future performance.

SOURCE CNG Holdings, Inc.