Attached files
file | filename |
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EX-2.1 - EXHIBIT 2.1 - DFC GLOBAL CORP. | w74936exv2w1.htm |
EX-99.3 - EXHIBIT 99.3 - DFC GLOBAL CORP. | w74936exv99w3.htm |
EX-99.4 - EXHIBIT 99.4 - DFC GLOBAL CORP. | w74936exv99w4.htm |
EX-99.1 - EXHIBIT 99.1 - DFC GLOBAL CORP. | w74936exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - DFC GLOBAL CORP. | w74936exv99w2.htm |
Table of Contents
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 1, 2009
DOLLAR FINANCIAL CORP.
(Exact name of registrant as specified in charter)
Not Applicable
(Former name or former address, if changed since last report)
DELAWARE | 000-50866 | 23-2636866 | ||
(State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
Incorporation or Organization) | file number) | Identification | ||
Number) |
1436 Lancaster Avenue | ||
Berwyn, Pennsylvania | 19312 | |
(Address of principal executive offices) | (Zip Code) |
610-296-3400
(Registrants telephone number, including area code)
(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:
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)) |
TABLE OF CONTENTS
Item 8.01. Other Information | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 2.1 | ||||||||
EXHIBIT 99.1 | ||||||||
EXHIBIT 99.2 | ||||||||
EXHIBIT 99.3 | ||||||||
EXHIBIT 99.4 |
Table of Contents
Item 8.01. Other Information
Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
This Current Report on Form 8-K includes forward-looking statements regarding, among other
things, anticipated improvements in operations, our plans, earnings, cash flow and expense
estimates, strategies and prospects, both business and financial. All statements other than
statements of current or historical fact contained in this prospectus are forward-looking
statements. The words believe, expect, anticipate, should, plan, will, may,
intend, estimate, potential, continue and similar expressions, as they relate to us,
are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and
projections about future events, financial trends, litigation and industry regulations that we
believe may affect our financial condition, results of operations, business strategy and financial
needs. They can be affected by inaccurate assumptions, including, without limitation, with respect
to risks, uncertainties, anticipated operating efficiencies, the general economic conditions in the
markets in which we operate, new business prospects and the rate of expense increases. In light of
these risks, uncertainties and assumptions, the forward-looking statements in this report may not
occur and actual results could differ materially from those anticipated or implied in the
forward-looking statements. When you consider these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements in Item 1A of our annual report on Form 10-K
for the year ended June 30, 2009, as amended and supplemented under the caption Risk Factors in
our subsequent Quarterly Reports on Form 10-Q and in
Exhibit 99.4 of this Current Report on Form 8-K.
We undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
MFS Purchase Agreement
In a Current Report on Form 8-K filed on October 28, 2009, Dollar Financial Corp. (Dollar)
reported that its wholly owned subsidiary, Dollar Financial Group, Inc. (DFG), entered into a
purchase agreement (the Purchase Agreement) on that date with (i) Military Financial Services,
LLC, a Delaware limited liability company (MFS), and (ii) Southfield Partners, LLC, a Delaware
limited liability company, Joseph S. Minor, Don Jacobs, Larry Mountford, and Robert H. Nelson
(collectively, the Sellers), pursuant to which DFG agreed to purchase from Sellers all of the
outstanding membership interests of MFS (the Acquisition).
The consummation of the Acquisition is subject to the consent of Dollars lenders under its
senior credit facility, the procurement by Dollar and its subsidiaries of sufficient financing, and
the satisfaction of customary closing conditions. DFG expects to complete the Acquisition in
December 2009; however, there is no assurance that the Acquisition will be consummated at that time
or thereafter. The Purchase Agreement may be terminated by DFG or the Sellers at any time after
December 31, 2009 due to a failure to satisfy any of the closing conditions under the Purchase
Agreement prior to such date.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein
by reference. The foregoing description of the Purchase Agreement is qualified in its entirety by
reference to the full text of the Purchase Agreement.
Credit Agreement Amendment
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Table of Contents
As announced by Dollar in its press release dated December 1, 2009, Dollar has obtained
consents from the lenders under its credit agreement dated as of October 30, 2006 among the
Company, certain affiliates of the Company and the lenders party thereto (as previously amended,
restated, or otherwise modified, and as may be amended, restated, or otherwise modified from time
to time, the Credit Agreement) required to amend and restate the Credit Agreement. Dollar
anticipates that the amendment to the Credit Agreement, and the amended and restatement of the
Credit Agreement resulting therefrom, will become effective concurrent with the consummation of
announced senior note offering of National Money Mart Company (NMM), Dollars indirect wholly
owned Canadian subsidiary. The press release by Dollar announcing it has obtained the lender
consents, the press release by Dollar announcing the senior note offering by NMM and a form of the
Amended and Restated Credit Agreement are filed as Exhibits 99.1, 99.2, and 99.3, respectively, and
are incorporated by reference into, to this Current Report on Form 8-K.
Debt Financing
As announced by Dollar in a press release on December 1, 2009, a copy of which is
filed as Exhibit 99.2 to this Current Report on Form 8-K, Dollar announced that, subject to market
and other conditions, on December 2, 2009, NMM intends to offer $350 million aggregate principal
amount of its senior notes in a private offering that is exempt from the registration requirements
of the Securities Act of 1933, as amended.
The information attached hereto as Exhibit 99.4 was prepared in connection with such financing
activities of Dollar and its subsidiaries, including NMM.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description of Exhibit | |
Exhibit 2.1
|
Purchase Agreement dated as of October 28, 2009 by and among Dollar Financial Corp., Military Financial Services, LLC, Southfield Partners, LLC, Joseph S. Minor, Don Jacobs, Larry Mountford, and Robert H. Nelson. | |
Exhibit 99.1
|
Press Release of Dollar Financial Corp. issued December 1, 2009 | |
Exhibit 99.2
|
Press Release of Dollar Financial Corp. issued December 1, 2009 | |
Exhibit 99.3
|
Form of Amended and Restated Credit Agreement | |
Exhibit 99.4
|
Information Regarding Dollar Financial Corp. and its Subsidiaries |
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Table of Contents
SIGNATURE
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 hereunto duly authorized.
DOLLAR FINANCIAL CORP. |
||||
Date: December 1, 2009 | By: | /s/ William M. Athas | ||
William M. Athas | ||||
Senior Vice President, Finance and Corporate Controller | ||||
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Table of Contents
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
Exhibit 2.1
|
Purchase Agreement dated as of October 28, 2009 by and among Dollar Financial Corp., Military Financial Services, LLC, Southfield Partners, LLC, Joseph S. Minor, Don Jacobs, Larry Mountford, and Robert H. Nelson. | |
Exhibit 99.1
|
Press Release of Dollar Financial Corp. issued December 1, 2009 | |
Exhibit 99.2
|
Press Release of Dollar Financial Corp. issued December 1, 2009 | |
Exhibit 99.3
|
Form of Amended and Restated Credit Agreement | |
Exhibit 99.4
|
Information Regarding Dollar Financial Corp. and its Subsidiaries |
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