DFC Global Corp. (NASDAQ: DLLR), a leading international diversified
financial services company serving primarily unbanked and under-banked
consumers for over 30 years, today announced that it has consummated the
sale of $230 million aggregate principal amount of 3.25% senior
convertible notes due 2017, which includes the exercise in full of the
initial purchasers’ overallotment option.
The notes are unsecured, senior obligations of the Company and will pay
interest semi-annually at a rate of 3.25%. Prior to October 15, 2016,
the notes are convertible only upon the occurrence of certain events and
during certain periods, and thereafter, at any time until the second
scheduled trading day immediately preceding the maturity date. Upon
conversion, holders will receive cash up to the principal amount and
shares of the Company’s common stock in respect of any excess conversion
amount. The initial conversion rate for the notes is 46.8962 shares of
common stock per $1,000 principal amount of the notes, which is equal to
a conversion price of approximately $21.32 per share, representing a
29.0% conversion premium based on the closing price of the Company’s
common stock of $16.53 per share on April 10, 2012. The notes mature on
April 15, 2017.
In connection with the offering of the notes, the Company entered into
convertible note hedge transactions in respect of its common stock with
affiliates of the initial purchasers of the notes (the “option
counterparties”). These convertible note hedge transactions are intended
to reduce the potential dilution upon future conversion of the notes. In
addition, the Company entered into separate warrant transactions with
the option counterparties at a higher strike price. The warrant
transactions could separately have a dilutive effect to the extent that
the market value per share of the Company’s common stock exceeds the
applicable strike price of the warrants.
The net proceeds from this offering was approximately $222.0 million,
after deducting the initial purchasers’ discounts and the estimated
offering expenses.