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
June 12, 2017
(Date of Report - Date of Earliest Event Reported)
FIRSTCASH, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-10960 (Commission File Number) | 75-2237318 (IRS Employer Identification No.) |
1600 West 7th Street, Fort Worth, Texas 76102
(Address of principal executive offices, including zip code)
(817) 335-1100
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On June 13, 2017, FirstCash, Inc. (the “Company”) issued a press release announcing the expiration, at 11:59 p.m., New York City time, on June 12, 2017, of its previously announced tender offer and consent solicitation (the “Tender Offer”) for any and all of its existing 6.75% senior notes due 2021 (the “Notes”), which commenced on May 15, 2017 and is described in the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2017 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal (together with the Offer to Purchase, the “Offer Documents”). 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 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: | |||
99.1 | Press release, dated June 13, 2017, announcing the expiration of the tender offer for the Company’s senior notes due 2021. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: June 13, 2017 | FIRSTCASH, INC. |
(Registrant) | |
/s/ R. DOUGLAS ORR | |
R. Douglas Orr | |
Executive Vice President and Chief Financial Officer | |
(Principal Financial and Accounting Officer) | |
EXHIBIT INDEX
Exhibit Number | Document |
99.1 | Press release, dated June 13, 2017, announcing the expiration of the tender offer for the Company’s senior notes due 2021. |
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EXHIBIT 99.1
FirstCash Announces Expiration Of Tender Offer And Consent Solicitation
____________________________________________________________
Fort Worth, Texas (June 13, 2017) -- FirstCash, Inc. (the “Company”) (NYSE: FCFS) announced today the expiration, at 11:59 p.m., New York City time, on June 12, 2017, of its previously announced tender offer and consent solicitation (the “Tender Offer”) for any and all of its existing 6.75% senior notes due 2021 (the “Notes”), which commenced on May 15, 2017 and is described in the Offer to Purchase and Consent Solicitation Statement, dated May 15, 2017 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal (together with the Offer to Purchase, the “Offer Documents”).
As previously announced, the Company has received tenders from holders of approximately $149.6 million in aggregate principal amount of Notes, which represents approximately 75% of the $200,000,000 aggregate principal amount of Notes outstanding, all of which was tendered on or prior to 5:00 p.m., New York City time, on May 26, 2017 and accepted for purchase on May 30, 2017. The Company today accepted for purchase and paid for an additional $24,000 aggregate principal amount of Notes tendered prior to the expiration of the Tender Offer.
As previously announced, the Company also received consents sufficient to approve the proposed amendments to the indenture governing the Notes (the “Indenture”), and the Company and BOKF NA, as trustee, executed a supplemental indenture (the “Supplemental Indenture”) on May 30, 2017 effecting certain changes to the Indenture. The Supplemental Indenture eliminated substantially all of the restrictive covenants, certain events of default and related provisions contained in the Indenture. The Company will redeem the remaining outstanding principal amount of Notes and discharge the Indenture on June 29, 2017 in accordance with the notice of redemption issued on May 30, 2017.
The Company engaged Credit Suisse Securities (USA) LLC as the sole Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer should contact Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect). Requests for copies of the Offer Documents or documents relating to the Tender Offer may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent, at (212) 269-5550 or toll-free at (866) 544-8778 or fcfs@dfking.com.
About FirstCash
FirstCash is the leading international operator of pawn stores with more than 2,000 retail pawn and consumer lending locations in 26 U.S. states and Latin America, which includes all the states in Mexico and the countries of Guatemala and El Salvador. The Company employs more than 16,000 people between the U.S. and Latin America. FirstCash focuses on serving cash and credit constrained consumers primarily through its retail pawn locations, which buy and sell a wide variety of jewelry, consumer electronics, power tools, household appliances, sporting goods, musical instruments and other merchandise, and make small consumer pawn loans secured by pledged personal property. Approximately 95% of the Company’s revenues are from pawn operations.
FirstCash is a component company in both the Standard & Poor’s SmallCap 600 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the NYSE, home to many of the world’s most iconic brands, technology business leaders and emerging growth companies shaping today’s global economic landscape.
For further information, please contact:
Gar Jackson
Global IR Group
Phone: (949) 873-2789
Email: gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
Phone: (817) 258-2650
Email: investorrelations@firstcash.com
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