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

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Aug 01, 2019, 12:33 ET

DALLAS, Aug. 1, 2019 /PRNewswire/ -- Populus Financial Group, Inc. (f/k/a ACE Cash Express, Inc.) (the "Company" or "Populus"), announced today the results to date of its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 12.000% Senior Secured Notes due 2022 (the "Existing Notes") and the solicitation of consents ("Consents") from the registered holders thereof ("Holders") with respect to certain proposed amendments to the indenture governing the Existing Notes (the "Existing Notes Indenture") to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Notes Indenture and to release all of the collateral securing the Existing Notes (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Confidential Offer to Purchase and Consent Solicitation Statement, dated July 15, 2019, as amended by Amendment No. 1 to the Confidential Offer to Purchase and Consent Solicitation Statement, dated July 18, 2019 (as so amended, the "Confidential Offer to Purchase and Consent Solicitation Statement").

According to information received from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"), as of 5:00 p.m., New York City time, on July 31, 2019 (the "Withdrawal Deadline"), Populus had received valid tenders and Consents (that have not been withdrawn or revoked) from Holders for $292,310,000 in principal amount of Existing Notes, representing 92.80% of the total outstanding Existing Notes. As a result, Populus has received sufficient Consents to approve the proposed amendments to the Existing Notes Indenture, including the release of all collateral securing the Existing Notes. Populus intends to execute a supplement to the Existing Notes Indenture to implement the amendments upon acceptance and purchase of the tendered Existing Notes. Subject to the satisfaction or waiver of all remaining applicable conditions to the Tender Offer and Consent Solicitation described in the Confidential Offer to Purchase and Consent Solicitation Statement by Populus, Populus intends to accept for purchase all tendered Existing Notes. All Existing Notes validly tendered and accepted for purchase by Populus in connection with the Tender Offer will be purchased on the Settlement Date, which is currently expected to occur on August 13, 2019. Those that have been validly tendered (and not withdrawn) prior to the Withdrawal Deadline and are accepted for purchase will be purchased for the Total Consideration (as defined in the Confidential Offer to Purchase and Consent Solicitation Statement) of $1,000 for each $1,000 principal amount of Existing Notes tendered. This amount includes an early tender premium of $50 per $1,000 principal amount. Those that are validly tendered after the Withdrawal Deadline and are accepted for purchase will be purchased for the Tender Offer Consideration (as defined in the Confidential Offer to Purchase and Consent Solicitation Statement) of $950 for each $1,000 principal amount of Existing Notes tendered.

Full details of the terms and conditions of the Tender Offer and Consent Solicitation are described in the Confidential Offer to Purchase and Consent Solicitation Statement and the accompanying letter of transmittal and consent (the "Letter of Transmittal and Consent"), which were sent to Holders by the Tender and Information Agent on behalf of Populus. Holders are encouraged to read these documents as they contain important information regarding the Tender Offer and Consent Solicitation.

Other Information

Questions concerning tender procedures, requests for additional copies of the Confidential Offer to Purchase and Consent Solicitation Statement 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, (800) 864-1460 (toll-free) or (212) 269-5550 (for banks and brokers), or [email protected].

Holders are urged to carefully read the Confidential Offer to Purchase and Consent Solicitation Statement and the 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 trustee of the Existing Notes 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 and ACE Flare™ Account by MetaBank®. 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 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 Confidential Offer to Purchase and Consent Solicitation Statement entitled "Risk Factors."

Any forward-looking statement speaks only at 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.