FSH Funding Company, LLC Announces Tender Offer and Consent Solicitation for 11% Senior Secured Notes due 2019

NEW YORK, Sept. 27, 2016 /PRNewswire/ -- FSH Funding Company, LLC ("FSH," "we" or "our"), an affiliate of JLL Partners, Inc. today announced that it is offering to purchase (the "Tender Offer") up to $73,500,000 (the "maximum cash amount") of the $252,173,000 aggregate principal amount outstanding of 11% Senior Secured Notes due 2019 (the "Existing Notes") of ACE Cash Express, Inc. (the "Issuer"), plus accrued and unpaid interest on the Existing Notes from August 1, 2016, to but excluding, the settlement date. The amount of Existing Notes subject to the Tender Offer does not include the $79,827,000 aggregate principal amount of 11% Senior Secured Notes due 2019 (the "FSH Notes") held by FSH.

ACE Exchange Offer and Consent Solicitation

Substantially concurrently with the Tender Offer, the Issuer is commencing an offer to exchange (the "ACE Exchange Offer") any and all of the $252,173,000 of Existing Notes validly tendered (and not validly withdrawn) and accepted for exchange for new 11% Senior Secured Notes due 2022 (the "New Notes"), and to solicit the consents (the "ACE Consent Solicitation") to the Proposed Amendments (as defined below) and the Proposed Collateral Release (as defined below), in accordance with the terms and subject to the conditions set forth in the Issuer's Confidential Offer to Purchase and Consent Solicitation Statement dated the date hereof (as amended and supplemented, the "ACE Confidential Offering Memorandum and Consent Solicitation Statement").

If a holder wishes to receive only New Notes in exchange for Existing Notes tendered, such holder should tender Existing Notes into the ACE Exchange Offer and not tender into the Tender Offer. If a holder wishes to receive cash for Existing Notes tendered, such holder should tender Existing Notes into the Tender Offer. By tendering into the Tender Offer, such holder shall be deemed to have tendered Existing Notes into the ACE Exchange Offer in accordance with the terms and subject to the conditions set forth in the ACE Confidential Offering Memorandum and Consent Solicitation Statement. Accordingly, holders who wish to tender into the Tender Offer should read the ACE Confidential Offering Memorandum and Consent Solicitation Statement (including the discussion in the section headed "Certain U.S. Federal Income Tax Consequences"). Holders tendering into the Tender Offer are not required to and should not separately tender Existing Notes into the ACE Exchange Offer.

Modified Dutch Auction Process

Holders participating in the Tender Offer (such holders, "participating holders") will receive, for Existing Notes tendered and accepted, an amount of cash to be determined pursuant to the "Modified Dutch Auction" process (the "Auction Process") described in the Confidential Offer to Purchase and Consent Solicitation Statement dated the date hereof (as amended and supplemented, the "Confidential Offer to Purchase and Consent Solicitation Statement"). Each participating holder must submit a price (an "indicative offer price") that specifies the minimum amount of cash such participating holder wishes to receive for each $1,000 principal amount tendered Existing Notes. The indicative offer price specified by a participating holder can be no less than $450 per $1,000 principal amount of Existing Notes (the "minimum offer price") and no greater than $650 per $1,000 principal amount of Existing Notes (the "maximum offer price"). Indicative offer prices must be specified in increments of $5.00 per $1,000 principal amount of Existing Notes. Submissions that fail to specify an indicative offer price or that specify an indicative offer price that is below the minimum offer price or above the maximum offer price will be treated as a submission at the minimum offer price.

Submissions from participating holders will be accepted in the order of lowest to highest indicative offer prices within the price range. FSH will select the single lowest price that will enable it to pay the maximum cash amount (such price, the "clearing price") of $73,500,000. In addition, FSH will pay any accrued and unpaid interest on the Existing Notes accepted for purchase from August 1, 2016 to, but excluding, the settlement date.

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 purchase, will be eligible to receive an early tender premium (the "Early Tender Premium") equal to $50 per $1,000 principal amount of Existing Notes accepted for purchase. 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 purchase, will not be eligible to receive the Early Tender Premium. Holders of Existing Notes accepted for purchase will receive cash payment for any accrued and unpaid interest from August 1, 2016, to but excluding, the settlement date. For example, if the clearing price was $450 per $1,000 principal amount of Existing Notes, (i) you would receive $500 in cash, if you tender $1,000 principal amount of Existing Notes at or prior to the Early Tender Time, or (ii) $450 in cash, if you tender $1,000 principal amount of Existing Notes after the Early Tender Time, in each case, plus accrued and unpaid interest on the Existing Notes from August 1, 2016 to, but excluding, the settlement date.

If the aggregate principal amount of Existing Notes tendered exceeds the maximum cash amount, the aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) at the clearing price that will be accepted for purchase is the maximum cash amount, on a pro rata basis from among such tendered Existing Notes. Participating holders who submit indicative offer prices at or below the clearing price will receive the clearing price for each pro-rata portion of tendered Existing Notes and receive the remainder (including any Early Tender Premium, if applicable) in New Notes to be issued by the Issuer for tendered Existing Notes for which they did not receive cash. Participating holders who submit an indicative offer price that is above the clearing price will not have their Existing Notes accepted in the Auction Process and will be entitled to receive only New Notes to be issued by the Issuer in exchange for their Existing Notes pursuant to the ACE Exchange Offer if consummated pursuant to the conditions therein, or will have their Existing Notes returned to them if the ACE Exchange Offer is not consummated. If the aggregate principal amount of tendered Existing Notes is less than or equal to the maximum cash amount, FSH will accept for purchase such aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) and participating holders who submit indicative offer prices at or below the clearing price will receive the clearing price.

Consent Solicitation

In conjunction with the Tender 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 the Issuer's 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"). The Issuer must receive consents, when combined with consents received from the ACE Consent Solicitation, 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, the Issuer 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 ACE Exchange Offer and the receipt of the Proposed Amendment Requisite Consents or the Collateral Release Requisite Consents, as applicable. In the event that the Issuer does 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 Tender Offer and Consent Solicitation is conditioned on the satisfaction or waiver of certain conditions as described in the Confidential Offer to Purchase and Consent Solicitation Statement. The Tender Offer and Consent Solicitation may be amended, extended or terminated at any time and for any reason, subject to applicable law.

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 Tender Offer beyond the Expiration Time, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Tender Offer after the Withdrawal Deadline will be irrevocable, except in the limited circumstances where additional withdrawal rights are required by law.

The Tender 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 tender 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 Tender Offer and Consent Solicitation. None of the Company, the information agent or the tender 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 and at what indicative offer price.

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 FSH'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, market conditions.

SOURCE FSH Funding Company, LLC