FSH tenders for $73.5 million of 11% notes due 2019 by Dutch auction, offers exchange option

By Susanna Moon

Chicago, Sept. 28 – FSH Funding Co., LLC, an affiliate of JLL Partners, Inc., is offering to purchase up to $73.5 million maximum cash amount of the $252,173,000 principal amount of outstanding 11% senior secured notes due 2019 issued by ACE Cash Express, Inc.

Pricing will be set using a modified Dutch auction with a minimum offer price of $450 per $1,000 principal amount and a maximum bid of $650 per $1,000 principal amount.

The total purchase price will include a $50 early premium per $1,000 principal amount of notes tendered by 5 p.m. ET on Oct. 11, the early date.

Holders who tender after the early deadline will receive the total amount less the early premium.

The tender offer will end at 11:59 p.m. ET on Oct. 25.

FSH also will pay accrued interest to but excluding the settlement date.

The amount of notes subject to the tender offer excludes the $79,827,000 principal amount of 11% notes held by FSH.

In addition, the issuer is offering to exchange any and all of the $252,173,000 notes for new 11% senior secured notes due 2022, according to the company announcement.

The company also is soliciting consents to amend the notes for its proposed collateral release.

Holders may tender their notes for exchange or tender them for cash, but those who participate in the tender offer will be deemed to have tendered them for exchange as well.

In conjunction with the tender offer, the company is soliciting consents to amend the notes indenture to eliminate substantially all of the restrictive covenants and defaults and to release all of the collateral securing the notes.

The issuer must receive consents for at least a majority of the outstanding notes to adopt the proposed amendments and for 66 2/3% of the outstanding notes to achieve the proposed collateral release.

Tendered notes may be withdrawn before 5 p.m. ET on Oct. 11.

The tender offer and consent solicitation is only being made to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.

D.F. King & Co., Inc. (800 431-9629 or 212 269-5550) is the information agent.

JLL Partners is a New York private equity firm specializing in investments in middle market companies.

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