FIRSTCASH, INC. (NYSE:FCFS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Indenture for 5.375% Senior Notes Due 2024
On May 30, 2017, FirstCash, Inc. (the Company) closed its
previously announced private offering of $300,000,000 of 5.375%
senior notes due 2024 (the Notes). The Notes were sold in a private
placement in reliance on Rule 144A and Regulation S under the
Securities Act of 1933, as amended, to a purchase agreement between
the Company, certain domestic subsidiaries of the Company and
Credit Suisse Securities (USA) LLC, as representative of the
initial purchasers.
previously announced private offering of $300,000,000 of 5.375%
senior notes due 2024 (the Notes). The Notes were sold in a private
placement in reliance on Rule 144A and Regulation S under the
Securities Act of 1933, as amended, to a purchase agreement between
the Company, certain domestic subsidiaries of the Company and
Credit Suisse Securities (USA) LLC, as representative of the
initial purchasers.
The Notes were issued to an Indenture (the Indenture), dated as of
May 30, 2017, by and among the Company, the guarantors listed
therein and BOKF, NA, as trustee. The Indenture provides that
interest on the Notes will accrue from May 30, 2017 and is payable
semiannually in arrears on June 1 and December 1 of each year,
beginning on December 1, 2017, and the Notes mature on June 1,
2024.
May 30, 2017, by and among the Company, the guarantors listed
therein and BOKF, NA, as trustee. The Indenture provides that
interest on the Notes will accrue from May 30, 2017 and is payable
semiannually in arrears on June 1 and December 1 of each year,
beginning on December 1, 2017, and the Notes mature on June 1,
2024.
The Company may redeem some or all of the Notes at any time on or
after June 1, 2020, at the redemption prices set forth in the
Indenture, plus accrued and unpaid interest up to, but not
including, the redemption date. Prior to June 1, 2020, the Company
may redeem some or all of the Notes at a price equal to 50% of the
principal amount thereof, plus accrued and unpaid interest, if any,
plus the make-whole premium set forth in the Indenture. The Company
may redeem up to 35% of the Notes on or prior to June 1, 2020 with
the proceeds of certain equity offerings at the redemption prices
set forth in the Indenture. If the Company sells certain assets or
consummates certain change in control transactions, the Company
will be required to make an offer to repurchase the Notes.
after June 1, 2020, at the redemption prices set forth in the
Indenture, plus accrued and unpaid interest up to, but not
including, the redemption date. Prior to June 1, 2020, the Company
may redeem some or all of the Notes at a price equal to 50% of the
principal amount thereof, plus accrued and unpaid interest, if any,
plus the make-whole premium set forth in the Indenture. The Company
may redeem up to 35% of the Notes on or prior to June 1, 2020 with
the proceeds of certain equity offerings at the redemption prices
set forth in the Indenture. If the Company sells certain assets or
consummates certain change in control transactions, the Company
will be required to make an offer to repurchase the Notes.
The Indenture contains certain covenants that, among other things,
limit the Companys ability and the ability of its restricted
subsidiaries to incur additional indebtedness, make certain
dividends, repurchase Company stock or make other distributions,
make certain investments, create liens, transfer or sell assets,
merge or consolidate, and enter into transactions with the Companys
affiliates. Such covenants are subject to a number of important
exceptions and qualifications set forth in the Indenture. The
Indenture also contains certain customary events of default,
including failure to make payments in respect of the principal
amount of the Notes, failure to make payments of interest on the
Notes when due and payable, failure to comply with certain
covenants and agreements and certain events of bankruptcy or
insolvency.
limit the Companys ability and the ability of its restricted
subsidiaries to incur additional indebtedness, make certain
dividends, repurchase Company stock or make other distributions,
make certain investments, create liens, transfer or sell assets,
merge or consolidate, and enter into transactions with the Companys
affiliates. Such covenants are subject to a number of important
exceptions and qualifications set forth in the Indenture. The
Indenture also contains certain customary events of default,
including failure to make payments in respect of the principal
amount of the Notes, failure to make payments of interest on the
Notes when due and payable, failure to comply with certain
covenants and agreements and certain events of bankruptcy or
insolvency.
Supplemental Indenture for 6.75% Senior Notes Due 2021
The Company completed the early settlement of its previously
announced tender offer and consent solicitation for any and all of
its outstanding 6.75% senior notes due 2021 (the 2021 Notes), which
was commenced on May 15, 2017. Having received the requisite
consents from the holders of the 2021 Notes in the tender offer and
consent solicitation, on May 30, 2017, the Company and the trustee
executed a supplemental indenture (the Supplemental Indenture) to
amend the indenture governing the 2021 Notes. The provisions of the
Supplemental Indenture eliminate substantially all of the
restrictive covenants and substantially all of the events of
default (other than for failure to make payments and certain
bankruptcy or insolvency events).
announced tender offer and consent solicitation for any and all of
its outstanding 6.75% senior notes due 2021 (the 2021 Notes), which
was commenced on May 15, 2017. Having received the requisite
consents from the holders of the 2021 Notes in the tender offer and
consent solicitation, on May 30, 2017, the Company and the trustee
executed a supplemental indenture (the Supplemental Indenture) to
amend the indenture governing the 2021 Notes. The provisions of the
Supplemental Indenture eliminate substantially all of the
restrictive covenants and substantially all of the events of
default (other than for failure to make payments and certain
bankruptcy or insolvency events).
The preceding descriptions of the Indenture, the Notes and the
Supplemental Indenture are summaries and are qualified in their
entirety by the Indenture and the form of Notes, filed as Exhibit
4.1 hereto, and the Supplemental Indenture, filed as Exhibit 4.2
hereto, which are incorporated by reference herein.
Supplemental Indenture are summaries and are qualified in their
entirety by the Indenture and the form of Notes, filed as Exhibit
4.1 hereto, and the Supplemental Indenture, filed as Exhibit 4.2
hereto, which are incorporated by reference herein.
Unsecured Credit Facility
On May 30, 2017, the Company entered into the First Amendment to
Amended and Restated Credit Agreement and Waiver to amend and
extend its existing unsecured bank credit facility (the Credit
Facility). The term of the Credit Facility was extended through
September 2, 2022 and the financial covenants in the facility
were amended to provide greater flexibility for making future
share repurchases. In addition, the lenders agreed to waive a
recent technical event of default due to the failure of certain
subsidiaries to maintain good standing in their state of
incorporation for a short period of time as a result of a delay
by the state in processing a tax filing made timely by the
Company.
Amended and Restated Credit Agreement and Waiver to amend and
extend its existing unsecured bank credit facility (the Credit
Facility). The term of the Credit Facility was extended through
September 2, 2022 and the financial covenants in the facility
were amended to provide greater flexibility for making future
share repurchases. In addition, the lenders agreed to waive a
recent technical event of default due to the failure of certain
subsidiaries to maintain good standing in their state of
incorporation for a short period of time as a result of a delay
by the state in processing a tax filing made timely by the
Company.
The Credit Facility continues to bear interest, at the Companys
option, at either (i) the prevailing London Interbank Offered
Rate (LIBOR) (with interest periods of 1, 2, 3 or 6 months at the
Companys option) plus a fixed spread of 2.5% or (ii) the
prevailing prime or base rate plus a fixed spread of 1.5%.
option, at either (i) the prevailing London Interbank Offered
Rate (LIBOR) (with interest periods of 1, 2, 3 or 6 months at the
Companys option) plus a fixed spread of 2.5% or (ii) the
prevailing prime or base rate plus a fixed spread of 1.5%.
The preceding description of the First Amendment to Amended and
Restated Credit Agreement and Waiver does not purport to be
complete and is qualified in its entirety by the terms and
conditions of the First Amendment to Amended and Restated Credit
Agreement and Waiver, which is filed as Exhibit 10.1 hereto, and
incorporated into this report by reference.
Restated Credit Agreement and Waiver does not purport to be
complete and is qualified in its entirety by the terms and
conditions of the First Amendment to Amended and Restated Credit
Agreement and Waiver, which is filed as Exhibit 10.1 hereto, and
incorporated into this report by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 above and the full text of
the Indenture, the Supplemental Indenture and the First Amendment
to Amended and Restated Credit Agreement and Waiver, which are
attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1,
respectively, are incorporated by reference into this Item 2.03.
the Indenture, the Supplemental Indenture and the First Amendment
to Amended and Restated Credit Agreement and Waiver, which are
attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.1,
respectively, are incorporated by reference into this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 above is hereby
incorporated by reference into this Item 3.03, insofar as it
relates to the Companys entry into the Supplemental Indenture.
incorporated by reference into this Item 3.03, insofar as it
relates to the Companys entry into the Supplemental Indenture.
Item 7.01 Regulation FD Disclosure.
On May 30, 2017, the Company issued a press release announcing
the closing of the Notes offering, the early settlement of its
previously announced tender offer and consent solicitation and
the issuance of a notice of redemption of its 6.75% senior notes
due 2021. The full text of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 7.01.
the closing of the Notes offering, the early settlement of its
previously announced tender offer and consent solicitation and
the issuance of a notice of redemption of its 6.75% senior notes
due 2021. The full text of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 7.01.
On May 30, 2017, the Company issued a press release announcing
that the term of the Companys $400 million long-term, unsecured
bank credit facility was extended through September 2, 2022 and
that the financial covenants in the facility were amended to
provide greater flexibility for making future share repurchases.
The full text of the press release is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated by reference
into this Item 7.01.
that the term of the Companys $400 million long-term, unsecured
bank credit facility was extended through September 2, 2022 and
that the financial covenants in the facility were amended to
provide greater flexibility for making future share repurchases.
The full text of the press release is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated by reference
into this Item 7.01.
The Company is furnishing the information in this Item 7.01 to
comply with Regulation FD. Such information shall not be deemed
to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Company’s filings
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after
the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set
forth by specific reference in such a filing.
comply with Regulation FD. Such information shall not be deemed
to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Company’s filings
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after
the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits:
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4.1
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Indenture, dated as of May 30, 2017, by and among
FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto). |
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4.2
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Third Supplemental Indenture, dated as of May 30,
2017, to Indenture dated as of March 24, 2014, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA. |
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10.1
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First Amendment to Amended and Restated Credit
Agreement and Waiver, dated May 30, 2017, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association. |
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99.1
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Press release, dated May 30, 2017, announcing the
closing of the offering of 5.375% senior notes due 2024, the early settlement of the tender offer for the Companys senior notes due 2021 and the issuance of a notice of redemption of the senior notes due 2021. |
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99.2
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Press release, dated May 30, 2017, announcing the
amendment and extension of the Companys credit facility through 2022. |
About FIRSTCASH, INC. (NYSE:FCFS)
FirstCash, Inc., formerly First Cash Financial Services, Inc., is an operator of retail-based pawn stores in the United States and Mexico. The Company’s primary business is the operation of pawn stores, which make small pawn loans secured by personal property. Its pawn stores generate retail sales from the merchandise acquired through collateral forfeitures and over-the-counter purchases from customers. The Company’s pawn stores are a source for small consumer loans to help customers meet their short-term cash needs. In addition, some of its pawn stores offer small consumer loans or credit services products. As of December 31, 2015, the Company had 1,075 locations, consisting of 338 stores across 14 states of the United States, 705 stores across 29 states in Mexico and 32 stores in Guatemala. It operates a number of standalone consumer finance stores in Texas and Mexico, which provide consumer financial services products, including credit services and small unsecured consumer loans. FIRSTCASH, INC. (NYSE:FCFS) Recent Trading Information
FIRSTCASH, INC. (NYSE:FCFS) closed its last trading session down -0.60 at 53.15 with 141,139 shares trading hands.
