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Populus Financial Group, Inc. Announces Extension of Withdrawal Deadline and Withdrawal Rights Reinstatement Date, and Extended Term Premium, in Connection with Cash Tender Offer and Consent Solicitation for 12.000% Senior Secured Notes due 2022

DALLAS, July 18, 2019 /PRNewswire/ -- Populus Financial Group, Inc. (f/k/a ACE Cash Express, Inc.) (the "Company" or "Populus"), announced today that it is amending its offer (the "Amended Offer") to purchase (the "Tender Offer"), for cash, any and all of its outstanding 12.000% Senior Secured Notes due 2022 (the "Existing Notes") validly tendered (and not validly withdrawn) and accepted for purchase, plus any accrued and unpaid interest on the Existing Notes from June 16, 2019, to, but excluding, the settlement date.

In conjunction with the Tender Offer, the Company is soliciting (the "Consent Solicitation") consents (the "Consents") from registered holders of Existing Notes (each, a "Holder"), subject to the terms and conditions set forth in the Confidential Offer to Purchase and Consent Solicitation Statement, dated as of July 15, 2019 (the "Confidential Offer to Purchase and Consent Solicitation Statement"), to certain proposed amendments to the Indenture governing the Existing Notes, dated as of December 15, 2017 (as amended and supplemented prior to the date hereof, the "Existing Notes Indenture"), by and among Populus, the guarantors party thereto and TMI Trust Company, as trustee (the "Existing Notes Trustee") and as notes collateral agent, (i) to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Notes Indenture and (ii) to release all of the collateral securing the Existing Notes.

The Amended Offer

The price offered in the Tender Offer for the Existing Notes and other information relating to the Tender Offer and the Consent Solicitation (as defined below) are set forth in the table below.

Title of
Series


CUSIP No.


Outstanding
Principal
Amount


Tender Offer
Consideration(1)


Early
Tender
Premium(1)


Total
Consideration(1)(2)


Extended
Term
Premium(3)
















12.000% Senior Secured Notes due 2022


004403 AG6 (144A)

U00452 AD1 (Reg S)


$315,000,000


$950


$50


$1,000


$10










(1)

Per $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn).



(2)

Includes the Early Tender Premium (as defined herein) for Existing Notes validly tendered prior to the Withdrawal Deadline (as defined herein) (and not validly withdrawn) and accepted for purchase by Populus.



(3)

Per $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn), and payable, in addition to the Total Consideration (as defined herein), only (i) to any Holder of Existing Notes that are validly tendered (with Consents that have been validly delivered) prior to the Withdrawal Deadline (as extended in the Amended Offer) and not validly withdrawn (or Consents revoked) and accepted for purchase pursuant to the Tender Offer and (ii) if the Expiration Time (as defined herein) has been extended to a date later than October 4, 2019.

As described in Amendment No. 1 to the Confidential Offer to Purchase and Consent Solicitation Statement, dated as of July 18, 2019 ("Amendment No. 1"), the Company is extending the "Withdrawal Deadline" to 5:00 P.M., New York City time, on July 31, 2019.  In addition, the Company is extending the date after which, if the Expiration Time (as defined below) is extended beyond such date, Holders who have previously tendered Existing Notes and delivered Consents will be allowed to withdraw their previously tendered Existing Notes and revoke their Consents (such date, the "Withdrawal Rights Reinstatement Date"). Specifically, the Company is extending the Withdrawal Rights Reinstatement Date from October 31, 2019 to November 4, 2019. 

On the terms and subject to the conditions described in the Confidential Offer to Purchase and Consent Solicitation Statement, any Holder whose Existing Notes are validly tendered (with Consents that have been validly delivered) prior to the Withdrawal Deadline and not validly withdrawn (or Consents revoked) and accepted for purchase pursuant to the Tender Offer will receive the "Total Consideration" set forth in the table above, which shall consist of the tender offer consideration set forth in the table above (the "Tender Offer Consideration") plus the early tender premium set forth in the table above (the "Early Tender Premium"), and will be eligible to receive the extended term premium set forth in the table above (the "Extended Term Premium") if the Expiration Time is extended to a date later than October 4, 2019.  On the terms and subject to the conditions described in the Confidential Offer to Purchase and Consent Solicitation Statement, any Holder that validly tenders Existing Notes and validly delivers Consents after the Withdrawal Deadline but before 11:59 p.m., New York City time, on August 9, 2019, unless extended (such date and time, as the same may be extended, the "Expiration Time"), will be entitled to receive, if such tendered Existing Notes are accepted for purchase by the Company, with respect to each tendered Existing Note, the Tender Offer Consideration, but not the Early Tender Premium or the Extended Term Premium (if applicable).

Other than with respect to extending the Withdrawal Deadline and the Withdrawal Rights Reinstatement Date, and offering the Extended Term Premium to Holders that validly tender Existing Notes (and validly deliver Consents) prior to the Withdrawal Deadline and do not validly withdraw such Existing Notes (or revoke such Consents) and whose Existing Notes are accepted for purchase pursuant to the Tender Offer, the terms and conditions of the Tender Offer and the Consent Solicitation remain unchanged from those set forth in the Confidential Offer to Purchase and Consent Solicitation Statement and described in the press release published by the Company on July 15, 2019.

Other Information

D.F. King & Co., Inc. has been appointed the tender agent and information agent (the "Tender and Information Agent") for the Tender Offer and Consent Solicitation.  Questions concerning tender procedures, requests for additional copies of the Confidential Offer to Purchase and Consent Solicitation Statement, Amendment No. 1 or other materials and all other correspondence in connection with the Tender Offer and Consent Solicitation should be directed, sent or delivered to the Tender and Information Agent at 48 Wall Street, 22nd Floor, New York, New York 10005, (800) 864-1460 (toll-free) or (212) 269-5550 (for banks and brokers), or ace@dfking.com.

Holders are urged to carefully read the Confidential Offer to Purchase and Consent Solicitation Statement, Amendment No. 1 and related letter of transmittal and consent before making any decision with respect to the Tender Offer and Consent Solicitation.  None of the Company, the Tender and Information Agent, the Existing Notes Trustee or the affiliates of any of them makes any recommendation as to whether Holders should tender their Existing Notes or deliver their Consents. 

The Company is not making the Tender Offer and Consent Solicitation in any jurisdiction where the Tender Offer or Consent Solicitation is not permitted.  This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities.

About Populus Financial Group

Populus Financial Group™ provides financial services through its family of brands including ACE Cash Express®, ACE Elite™ Visa® Prepaid Debit Card and ACE Flare™ Account by MetaBank®.  Populus Financial Group delivers a broad range of financial products and services including short-term consumer loans, card services, check cashing, money transfers, bill payments and money orders. Visit PopulusFinancial.com for more information.

Cautionary Note Regarding Forward-Looking Statements

The information presented herein includes forward-looking statements  All statements other than statements of historical facts included in this press release, including those regarding the results of the Tender Offer or the Consent Solicitation, are forward-looking statements.  These forward-looking statements reflect the Company's management's expectations regarding its future growth, results of operations, operational and financial performance and business prospects and opportunities.  When used in this press release or in the documents referred to herein, you can identify such statements because they typically contain words such as "plans," "expects" or "does not expect," "budget," "forecasts," "anticipates" or "does not "anticipate," "believes," "intends" and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved.  Although the forward-looking statements contained in this press release and the documents referred to herein reflect management's current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements, including those risks addressed in the section of the Confidential Offer to Purchase and Consent Solicitation Statement entitled "Risk Factors."

Any forward-looking statement speaks only at the date on which it is made, and, except as may be required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for the Company to predict them. In addition, the Company may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on the forward-looking statements contained in this press release or the documents referred to herein.

(PRNewsfoto/Populus Financial Group)

 

Cision

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