ACE holders may tender some 11% notes for cash or exchange them for new notes due 2022

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.

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.

Pricing in the tender offer 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 company also is soliciting consents to amend the notes for a proposed collateral release.

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

In conjunction with the tender offer, the company is soliciting consents to amend the notes 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 66 2/3% of the outstanding notes for the proposed collateral release.

ACE exchange terms

In the exchange, ACE Cash Express is offering a par amount of new notes for each $1,000 principal amount of notes tendered for exchange by the early deadline of 5 p.m. ET on Oct. 11, according to a separate company announcement.

The total exchange value includes an early premium of $50 per $1,000 principal amount.

Those who tender for exchange after the early deadline will receive $950 principal amount of new notes for each $1,000 principal amount.

The new notes will be issued in minimum denominations of $2,000 and in integrals of $1,000 after that.

The exchange will continue until 11:59 p.m. ET on Oct. 25. Tendered notes may be withdrawn before 5 p.m. ET on Oct. 11.

Holders who exchange their notes will not receive any cash for accrued interest, but the new notes will accrue interest from Aug. 1, the company noted.

Tendered notes may be withdrawn before 5 p.m. ET on Oct. 11.

The offers are 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.

The amount of notes subject to the tender offer excludes $79,827,000 principal amount of 11% notes held by FSH, who will not participate in the exchange but will instead exchange the FSH notes for new notes under a separate exchange agreement with the issuer, the release noted.

ACE Cash Express is an Irving, Texas-based financial services provider focused on serving unbanked and under-banked consumers. JLL Partners is a New York private equity firm specializing in investments in middle market companies.

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