Populus Financial Group, Inc. Announces Cash Tender Offer and Consent Solicitation for 12.000% Senior Secured Notes due 2022

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Nov 17, 2020, 16:57 ET

DALLAS, Nov. 17, 2020 /PRNewswire/ -- Populus Financial Group, Inc. (f/k/a ACE Cash Express, Inc.) (the "Company" or "Populus"), announced today that it is offering to purchase (the "Tender Offer"), for cash, up to all of its outstanding 12.000% Senior Secured Notes due 2022 (the "Existing Notes") validly tendered (and not validly withdrawn) and accepted for purchase, plus any accrued and unpaid interest on the Existing Notes from June 16, 2020, to, but excluding, the settlement date.

The price offered in the Tender Offer for the Existing Notes and other information relating to the Tender Offer and the Consent Solicitation (as defined below) are set forth in the table below.

Title of Series	CUSIP No.	Outstanding Principal Amount	Tender Offer Consideration(1)	Early Tender Premium(1)	Total Consideration(1)(2)

12.000% Senior Secured Notes due 2022	004403 AG6 (144A) U00452 AD1 (Reg S)	$255,085,000	$800.00	$50.00	$850.00

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(1)	Per $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn).
(2)	Includes the Early Tender Premium (as defined herein) for Existing Notes validly tendered prior to the Withdrawal Deadline (as defined herein) (and not validly withdrawn) and accepted for purchase by Populus.

In conjunction with the Tender Offer, the Company is soliciting (the "Consent Solicitation") consents (the "Consents") from registered holders of Existing Notes (each, a "Holder"), subject to the terms and conditions set forth in the Confidential Offer to Purchase and Consent Solicitation Statement, dated as of November 17, 2020 (the "Offer to Purchase"), to certain proposed amendments to the Indenture governing the Existing Notes, dated as of December 15, 2017 (as amended and supplemented prior to the date hereof, the "Existing Notes Indenture"), by and among Populus, the guarantors party thereto (the "Guarantors") and TMI Trust Company, as trustee (the "Existing Notes Trustee") and as notes collateral agent, (i) to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Notes Indenture (the "Proposed Amendments") and (ii) to release all of the collateral securing the Existing Notes (the "Proposed Collateral Release"). The Company must receive Consents from Holders representing at least (i) a majority of the outstanding principal amount of the Existing Notes (the "Proposed Amendment Requisite Consents") to adopt the Proposed Amendments and (ii) 66 2/3% of the outstanding principal amount of Existing Notes (the "Collateral Release Requisite Consents") to effectuate the Proposed Collateral Release. For purposes of determining whether the Proposed Amendment Requisite Consents and Collateral Release Requisite Consents have been received, the aggregate principal amount of all Notes owned by the Company or any of its affiliates shall be deemed not outstanding. If the Proposed Amendment Requisite Consents or the Collateral Release Requisite Consents are delivered, the Company, the Guarantors and the Existing Notes Trustee will enter into a supplemental indenture (the "Supplemental Indenture") to give effect to the Proposed Amendments and the Proposed Collateral Release, as applicable.

The Tender Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and are open to all Holders.

As of the date of the Offer to Purchase, the largest Holder, which based on available information as of September 18, 2020 held approximately 43% of the principal amount of Existing Notes outstanding, has agreed to tender its Existing Notes into the Tender Offer and deliver its Consents to the Proposed Amendments and Proposed Collateral Release prior to the Withdrawal Deadline.

On the terms and subject to the conditions of the Tender Offer, each Holder that validly tenders and does not validly withdraw Existing Notes and validly delivers and does not validly revoke Consents prior to 5:00 P.M., New York City Time, on December 1, 2020, unless extended (such date and time, as the same may be extended, the "Withdrawal Deadline"), will be entitled to receive, if such tendered Existing Notes are accepted for purchase by the Company, with respect to each tendered Existing Note, the "Total Consideration" set forth in the table above, which shall consist of the tender offer consideration set forth in the table above (the "Tender Offer Consideration") plus the early tender premium set forth in the table above (the "Early Tender Premium"). On the terms and subject to the conditions of the Tender Offer, each Holder that validly tenders Existing Notes and validly delivers Consents after the Withdrawal Deadline but before 11:59 p.m., New York City time, on December 15, 2020, unless extended (such date and time, as the same may be extended, the "Expiration Time"), will be entitled to receive, if such tendered Existing Notes are accepted for purchase by the Company, with respect to each tendered Existing Note, the Tender Offer Consideration, but not the Early Tender Premium. No tenders of Existing Notes or deliveries of Consents will be valid if submitted after the Expiration Time.

Payments for tendered Existing Notes that are purchased by the Company will include accrued and unpaid interest on such Existing Notes from June 16, 2020, to, but excluding, the settlement date. The settlement date is expected to occur on December 17, 2020, the second business day following the Expiration Time, assuming that the conditions to the Tender Offer and the Consent Solicitation are satisfied or waived and that the Company has not otherwise withdrawn or amended the Tender Offer and Consent Solicitation.

Tenders of Existing Notes and deliveries of Consents may be validly withdrawn or revoked at any time prior to the Withdrawal Deadline, but will thereafter be irrevocable, unless the Company is required to extend withdrawal or revocation rights under applicable law. A tender of Existing Notes pursuant to the Tender Offer will only be accepted to the extent such tender represents all outstanding Existing Notes owned by the corresponding Holder.

The Company's obligation to consummate the Tender Offer and the Consent Solicitation, and to accept for purchase, and to pay for, the Existing Notes validly tendered and not withdrawn in the Tender Offer or the Consents validly delivered and not revoked pursuant to the Consent Solicitation is subject to the satisfaction or waiver by the Company of the conditions set forth in the Offer to Purchase, including the entry by the Company into one or more new credit agreements, which the Company anticipates will be secured either in whole or in part, on terms and conditions satisfactory to it in its sole discretion. The Company may amend, extend or terminate the Tender Offer or Consent Solicitation at any time and for any reason, subject to applicable law.

D.F. King & Co., Inc. has been appointed the tender agent and information agent (the "Tender and Information Agent") for the Tender Offer and Consent Solicitation. Questions concerning tender procedures, requests for additional copies of the Offer to Purchase or other materials and all other correspondence in connection with the Tender Offer and Consent Solicitation should be directed, sent or delivered to the Tender and Information Agent at 48 Wall Street, 22nd Floor, New York, New York 10005, (866) 416-0577 (toll-free) or (212) 269-5550 (for banks and brokers), or [email protected].

Holders are urged to carefully read the Offer to Purchase and related letter of transmittal and consent before making any decision with respect to the Tender Offer and Consent Solicitation. None of the Company, the Tender and Information Agent, the Existing Notes Trustee or the affiliates of any of them makes any recommendation as to whether Holders should tender their Existing Notes or deliver their Consents.

The Company is not making the Tender Offer and Consent Solicitation in any jurisdiction where the Tender Offer or Consent Solicitation is not permitted. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities.

About Populus Financial Group

Populus Financial Group™ provides financial services through its family of brands including ACE Cash Express®, ACE Elite™ Visa® Prepaid Debit Card, ACE Flare™ Account by MetaBank® and Porte™. Populus Financial Group delivers a broad range of financial products and services including short-term consumer loans, card services, check cashing, money transfers, bill payments and money orders. Visit PopulusFinancial.com and PorteBanking.com for more information.

Cautionary Note Regarding Forward-Looking Statements

The information presented herein includes "forward-looking statements." All statements other than statements of historical facts included in this press release, including those regarding the results of the Tender Offer or the Consent Solicitation, are forward-looking statements. These forward-looking statements reflect the Company's management's expectations regarding its future growth, results of operations, operational and financial performance and business prospects and opportunities. When used in this press release or in the documents referred to herein, you can identify such statements because they typically contain words such as "plans," "expects" or "does not expect," "budget," "forecasts," "anticipates" or "does not "anticipate," "believes," "intends" and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Although the forward-looking statements contained in this press release and the documents referred to herein reflect management's current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements, including those risks addressed in the section of the Offer to Purchase entitled "Risk Factors."

Any forward-looking statement speaks only as of the date on which it is made, and, except as may be required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for the Company to predict them. In addition, the Company may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on the forward-looking statements contained in this press release or the documents referred to herein.

SOURCE Populus Financial Group, Inc.