UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2014
DFC Global Corp.
(Exact
name of registrant as specified in charter)
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Delaware |
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000-50866 |
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23-2636866 |
(State of Incorporation) |
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(Commission
file number) |
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(I.R.S. Employer
Identification Number) |
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1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania |
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19312 |
(Address of principal executive offices) |
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(Zip Code) |
(610) 296-3400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On June 5, 2014, DFC Global Corp. (the Company or DFC Global) issued a press release announcing that the Company has received all
required regulatory approvals to consummate the proposed merger transaction with Lone Star Funds.
A copy of the press release announcing the receipt of
regulatory approvals is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This filing and its exhibits contain forward-looking statements, including, among other things, statements regarding the following: the Companys future
results, growth, guidance and operating strategy; the global economy; the effects of currency exchange rates and fluctuations in the price of gold on reported operating results; the regulatory environment in Canada, the United Kingdom, the United
States, Scandinavia and other countries; the impact of future development strategy, new stores and acquisitions; litigation matters; financing initiatives; and the performance of new products and services. These forward-looking statements involve
risks and uncertainties, including risks related to: approval of the transaction by the Companys stockholders (or the failure to obtain such approval), the Companys ability to maintain relationships with customers and employees following
the announcement of the transaction, the ability of third parties to fulfill their commitments relating to the transaction, including providing financing, the ability of the parties to satisfy the closing conditions, and the risk that the
transaction may not be completed in the anticipated time frame or at all; the regulatory environments of the jurisdictions in which we do business, including reviews of our operations principally by the CFPB in the United States and the Financial
Conduct Authority in the United Kingdom, and other changes in laws affecting how we do business and the regulatory bodies which govern us; current and potential future litigation; the identification of acquisition targets; the integration and
performance of acquired stores and businesses; the performance of new stores and internet businesses; the impact of debt and equity financing transactions; the results of certain ongoing income tax appeals; the effects of new products and services,
or changes to our existing products and services, on the Companys business, results of operations, financial condition, prospects and guidance; and uncertainties related to the effects of changes in the value of the U.S. Dollar compared
to foreign currencies. There can be no assurance that the Company will attain its expected results, successfully integrate and achieve anticipated synergies from any of its acquisitions, obtain acceptable financing, or attain its published guidance
metrics, or that ongoing and potential future litigation or the various U.S. Federal or state, U.K., or other foreign legislative or regulatory activities affecting the Company or the banks with which the Company does business will not negatively
impact the Companys operations. A more complete description of these and other risks, uncertainties and assumptions is included in the Companys filings with the Securities and Exchange Commission, including those described under the
heading Risk Factors in the Companys Annual Report on Form 10-K for the Companys fiscal year ended June 30, 2013, as amended in its Form 10-Q for the quarter ended September 30, 2013, in its Form 10-Q for the
quarter ended December 31, 2013 and in its Form 10-Q for the quarter ended March 31, 2014. You should not place any undue reliance on any forward-looking statements. The Company disclaims any obligation to update any such factors or to
publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Additional Information and Where to Find It
In
connection with the proposed transaction, DFC Global has filed a proxy statement with the SEC. The definitive proxy statement and a form of proxy has been mailed to the stockholders of DFC Global. BEFORE MAKING A VOTING DECISION, DFC GLOBALS
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. DFC Globals stockholders and other interested parties may obtain, without charge, a copy of the proxy statement and other relevant documents
filed with the SEC from the SECs website at www.sec.gov. DFC Globals stockholders and other interested parties may also obtain, without charge, a copy of the proxy statement and other relevant documents by going to the Investors
section of DFC Globals corporate website, www.dfcglobalcorp.com, or directing a request by mail or telephone to DFC Global Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312.
DFC Global and its directors and officers may be deemed to be participants in the solicitation of proxies from DFC Globals stockholders with respect to
the special meeting of stockholders that will be held to consider the proposed transaction. Information about DFC Globals directors and executive officers and their ownership of DFC Globals common stock is set forth in the proxy
statement for the Companys 2013 annual meeting of stockholders, which was filed with the SEC on October 7, 2013 and the Companys Annual Report on Form 10-K for 2013 filed with the SEC on August 29, 2013. Stockholders may obtain
additional information regarding the interests of DFC Global and its directors and executive officers in the proposed merger, which may be different than those of the Companys stockholders generally, by reading the proxy statement and other
relevant documents regarding the proposed merger, when filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release of DFC Global Corp., dated June 5, 2014. |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DFC Global Corp. |
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By: |
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/s/ William M. Athas |
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William M. Athas |
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Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller |
Date: June 5, 2014
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release of DFC Global Corp., dated June 5, 2014. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
DFC GLOBAL CORP. RECEIVES ALL REQUIRED REGULATORY APPROVALS TO CLOSE
PROPOSED TRANSACTION WITH LONE STAR
Urges Stockholders to Vote FOR Proposed Transaction
Berwyn, Pennsylvania June 5, 2014 DFC Global Corp. (NASDAQ: DLLR) (DFC Global or the Company), a leading
international diversified financial services company serving primarily unbanked and under-banked consumers for over 30 years, today announced that it has satisfied all closing conditions involving domestic and foreign regulatory approvals under the
terms of its definitive agreement to be acquired by an affiliate of Lone Star Funds (Lone Star).
DFC Global reiterates the Boards
unanimous recommendation that stockholders vote FOR the proposal to approve the merger agreement, which will deliver certain and immediate cash value for DFC Global stockholders with limited execution risk. The Board firmly
believes that this transaction, which is the culmination of a thorough process, is in the best interests of all stockholders.
A special meeting of
DFC Global stockholders to vote on the proposed transaction has been scheduled for June 6, 2014, at 9:00 a.m. Eastern Time. The transaction is expected to close in the second calendar quarter of 2014.
Stockholders with questions, or that need assistance in voting, should reach out to DFC Globals proxy solicitor, Okapi Partners LLC, at
(212) 297-0720 or toll-free at: (855) 208-8901.
Houlihan Lokey Capital, Inc. is acting as financial advisor to DFC Global in connection with
the transaction. Pepper Hamilton LLP is acting as DFC Globals legal advisor. Jefferies LLC is acting as lead financial advisor to Lone Star Funds and Credit Suisse Securities (USA), LLC is acting as financial advisor. Jefferies Finance LLC and
Credit Suisse AG are providing debt financing commitments for the acquisition. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Lone Star Funds.
About DFC Global Corp.
DFC Global Corp. is a leading
international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and
under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland,
Spain, Romania, the Czech Republic and the Republic of Ireland. The Companys networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries. For more information, please visit
the Companys website at www.dfcglobalcorp.com.
The Company believes that its customers, many of whom receive income on an irregular basis or from
multiple employers, choose to conduct their personal financial business with the Company rather than with banks or other financial institutions due to the range and convenience of services that it offers, the multiple ways in which they may conduct
business with the Company and its high-quality customer
service. The Companys products and services, principally its unsecured short-term consumer loans, secured pawn loans and check cashing and gold buying services, provide customers with
convenient access to cash for living expenses and other needs. In addition to these core offerings, the Company strives to offer its customers additional high-value ancillary services, including Western Union® money orders and money transfers, reloadable VISA® and MasterCard® prepaid debit
cards and foreign currency exchange.
About Lone Star Funds
Lone Star is a global private equity firm that invests in real estate, equity, credit, and other financial assets. Since the establishment of its first fund in
1995, Lone Star has organized twelve private equity funds with aggregate capital commitments totaling over $45 billion. The Funds are advised by Lone Star Global Acquisitions, Ltd. (LSGA), an investment adviser registered with the U.S. Securities
and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe and East Asia.
Forward-Looking Statements
This news release contains
forward-looking statements, including, among other things, statements regarding the following: the Companys future results, growth, guidance and operating strategy; the global economy; the effects of currency exchange rates and fluctuations in
the price of gold on reported operating results; the regulatory environment in Canada, the United Kingdom, the United States, Scandinavia and other countries; the impact of future development strategy, new stores and acquisitions; litigation
matters; financing initiatives; and the performance of new products and services. These forward-looking statements involve risks and uncertainties, including risks related to: approval of the transaction by the Companys stockholders (or the
failure to obtain such approval), the Companys ability to maintain relationships with customers and employees following the announcement of the transaction, the ability of third parties to fulfill their commitments relating to the transaction,
including providing financing, the ability of the parties to satisfy the closing conditions, and the risk that the transaction may not be completed in the anticipated time frame or at all; the regulatory environments of the jurisdictions in which we
do business, including reviews of our operations principally by the CFPB in the United States and the Financial Conduct Authority in the United Kingdom, and other changes in laws affecting how we do business and the regulatory bodies which govern
us; current and potential future litigation; the identification of acquisition targets; the integration and performance of acquired stores and businesses; the performance of new stores and internet businesses; the impact of debt and equity financing
transactions; the results of certain ongoing income tax appeals; the effects of new products and services, or changes to our existing products and services, on the Companys business, results of operations, financial condition, prospects and
guidance; and uncertainties related to the effects of changes in the value of the U.S. Dollar compared to foreign currencies. There can be no assurance that the Company will attain its expected results, successfully integrate and achieve
anticipated synergies from any of its acquisitions, obtain acceptable financing, or attain its published guidance metrics, or that ongoing and potential future litigation or the various U.S. Federal or state, U.K., or other foreign legislative or
regulatory activities affecting the Company or the banks with which the Company does business will not negatively impact the Companys operations. A more complete description of these and other risks, uncertainties and assumptions is included
in the Companys filings with the Securities and Exchange Commission, including those described under the heading Risk Factors in the Companys Annual Report on Form 10-K for the Companys fiscal year ended June 30,
2013, as amended in its Form 10-Q for the quarter ended December 31, 2013 and in its Form 10-Q for the quarter ended March 31, 2014. You should not place any undue reliance on any forward-looking statements. The Company disclaims any
obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Additional Information and Where to Find It
In connection with the proposed transaction, DFC Global has filed a proxy statement with the SEC. The definitive proxy statement and a form of proxy has been
mailed to the stockholders of DFC Global. BEFORE MAKING A VOTING DECISION, DFC GLOBALS SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. DFC Globals stockholders and other interested
parties may obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SECs website at www.sec.gov. DFC Globals stockholders and other interested parties may also obtain, without
charge, a copy of the proxy statement and other relevant documents by going to the Investors section of DFC Globals corporate website, www.dfcglobalcorp.com, or directing a request by mail or telephone to DFC Global Corp., 1436 Lancaster
Avenue, Berwyn, Pennsylvania 19312.
DFC Global and its directors and officers may be deemed to be participants in the solicitation of proxies from DFC
Globals stockholders with respect to the special meeting of stockholders that will be held to consider the proposed transaction. Information about DFC Globals directors and executive officers and their ownership of DFC Globals
common stock is set forth in the proxy statement for the Companys 2013 annual meeting of stockholders, which was filed with the SEC on October 7, 2013 and the Companys Annual Report on Form 10-K for 2013 filed with the SEC on
August 29, 2013. Stockholders may obtain additional information regarding the interests of DFC Global and its directors and executive officers in the proposed merger, which may be different than those of the Companys stockholders
generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
Contacts
DFC Global Corp.
ICR
Investor Relations
Garrett Edson: (484) 320-5800
Media
Phil Denning: (646) 277-1200
Lone Star Funds
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jed Repko / Joseph Sala: (212) 355-4449
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