ACE, FSH extend tender, exchange for ACE’s 11% notes

New York, Oct. 21 – The concurrent exchange and tender offers for ACE Cash Express, Inc.’s 11% senior secured notes due 2019 have been extended and in addition all holders who tender will now receive the early premium.

The expiration for both offers is now 11:59 p.m. ET on Nov. 3, pushed out from 11:59 p.m. ET on Oct. 25, according to two news releases.

As previously reported, 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 the notes.

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.

As of 12 p.m. ET on Oct. 21, FSH had received tenders for $24,557,000 of notes, or 9.74% of the total.

Meanwhile ACE had received tenders for $5.03 million of notes, or 1.99% of the total.

As announced on Sept. 28, 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.

Previously the total purchase price included a $50 early premium per $1,000 principal amount for notes tendered by the early deadline of 5 p.m. ET on Oct. 11. Now all those who participate will receive the additional $50.

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

In the exchange, ACE Cash Express is offering $1,000 of new notes for each $1,000 principal amount of existing notes.

Originally the total exchange value included an early premium of $50 per $1,000 principal amount but now all those who submit their notes for exchange will receive $1,000.

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.

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

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.

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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