MISSISSAUGA, ON, Oct. 31,
2024 /CNW/ - goeasy Ltd. (TSX: GSY)
("goeasy" or the "Company"), one of
Canada's leading consumer lenders
focused on delivering a full suite of financial services to
Canadians with non-prime credit, is pleased to announce the
expiration of its cash tender offer (the "Tender
Offer") to purchase any and all of its outstanding
4.375% senior unsecured notes due 2026 (the "2026
Notes") The Tender Offer described herein was made on
the terms and conditions set forth in the Offer to Purchase, dated
October 21, 2024 (the "Offer to
Purchase") and the related Notice of Guaranteed Delivery. The
Tender Offer expired at 5:00 p.m.,
New York City time, on
October 30, 2024 (the "Expiration
Date"). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase. The settlement date for the Tender Offer will be on or
about November 4, 2024 (the
"Settlement Date").
According to information provided by Global Bondholder Services
Corporation, US$255,445,000 aggregate
principal amount of the 2026 Notes were validly tendered prior to
or at the Expiration Date and not validly withdrawn prior to the
Expiration Date. In addition, US$776,000 aggregate principal amount of the 2026
Notes were tendered pursuant to the guaranteed delivery procedures
set forth in the Offer to Purchase (the "Guaranteed Delivery
Procedures") and remain subject to the Holders' performance of
the delivery requirements under such procedures. The table below
provides certain information about the Tender Offer, including the
aggregate principal amount of the 2026 Notes validly tendered prior
to the Expiration Date and not validly withdrawn prior to the
Expiration Date and the aggregate principal amount of 2026 Notes
reflected in Notices of Guaranteed Delivery delivered at or prior
to the Expiration Date.
The Company plans to accept for purchase US$255,445,000 combined aggregate principal
amount of 2026 Notes under the Tender Offer (excluding 2026 Notes
delivered pursuant to the Guaranteed Delivery Procedures).
Series of
Notes
|
CUSIP
Numbers(1)
|
Aggregate
Principal
Amount
Outstanding
|
Aggregate
Principal
Amount Tendered(2)
|
Principal Amount
Reflected in Notices
of Guaranteed
Delivery
|
4.375% Senior
Unsecured
Notes due
2026
|
380355AF4/
C39555AD6
|
US$320,000,000
|
US$255,445,000
|
US$776,000
|
|
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in this press release or printed on the 2026 Notes. They are
provided solely for the convenience of Holders of the 2026
Notes.
|
(2)
|
The amounts exclude the
principal amount of 2026 Notes for which Holders have complied with
certain procedures applicable to guaranteed delivery pursuant to
the Guaranteed Delivery Procedures. Such amounts remain subject to
the Guaranteed Delivery Procedures. 2026 Notes tendered pursuant to
the Guaranteed Delivery Procedures are required to be tendered at
or prior to 5:00 p.m., New York City time, on November 1, 2024.
Holders of 2026 Notes must have validly tendered their 2026 Notes,
or submitted a Notice of Guaranteed Delivery and complied with the
related procedures, prior to the Expiration Date, and not withdrawn
their 2026 Notes prior to the Expiration Date, in order to be
eligible to receive US$995.81 in cash for each US$1,000 principal
amount of the 2026 Notes on the Settlement Date (the
"Consideration"). In addition to the Consideration, Holders
whose 2026 Notes are accepted for purchase will receive a cash
payment representing the accrued and unpaid interest on such 2026
Notes from the last interest payment date up to, but not including,
the Settlement Date. Interest will cease to accrue on the
Settlement Date for all accepted 2026 Notes, including those
tendered through the Guaranteed Delivery Procedures.
|
The complete terms of the Tender Offer are described in the
Offer to Purchase and related Notice of Guaranteed Delivery, copies
of which are available at https://www.gbsc-usa.com/goeasy/ or
may be requested from the information agent for the Tender
Offer, Global Bondholder Services Corporation, by telephone at
(855) 654-2015 (toll-free) or, for banks and brokers, (212)
430-3774, and by email at contact@gbsc-usa.com. goeasy retained
Wells Fargo Securities, LLC, to serve as dealer manager for the
Tender Offer. Persons with questions regarding the Tender Offer
should contact the dealer manager for the Tender Offer, Wells Fargo
Securities, LLC, at +1 (866) 309-6316 (toll-free), (704) 410-4820
(collect) or liabilitymanagement@wellsfargo.com. No recommendation
had been made as to whether holders of the 2026 Notes should tender
their 2026 Notes.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About goeasy
goeasy Ltd. is a Canadian company, headquartered in Mississauga, Ontario, that provides non-prime
leasing and lending services through its easyhome, easyfinancial
and LendCare brands. Supported by over 2,500 employees, the Company
offers a wide variety of financial products and services including
unsecured and secured instalment loans, merchant financing through
a variety of verticals and lease-to-own merchandise. Customers can
transact seamlessly through an omnichannel model that includes
online and mobile platforms, over 400 locations across Canada, and point-of-sale financing offered in
the retail, powersports, automotive, home improvement and
healthcare verticals, through over 10,300 merchant partners across
Canada. Throughout the Company's
history, it has acquired and organically served over 1.4 million
Canadians and originated over C$14.3
billion in loans.
Accredited by the Better Business Bureau, goeasy is the proud
recipient of several awards in recognition of its exceptional
culture and continued business growth including 2024 Best
Workplaces™ in Financial Services & Insurance, Waterstone
Canada's Most Admired Corporate Cultures, ranking on the 2022
Report on Business Women Lead Here executive gender diversity
benchmark, placing on the Report on Business ranking of
Canada's Top Growing Companies,
ranking on the TSX30, Greater Toronto Top Employers Award and has
been certified as a Great Place to Work®. The Company is
represented by a diverse group of team members from over 70
nationalities who believe strongly in giving back to communities in
which it operates. To date, goeasy has raised and donated over
C$5.8 million to support its
long-standing partnerships with BGC Canada and many other local
charities. In 2023, the Company announced a 3-year, C$1.4
million commitment to BGC Canada's Food Fund.
goeasy Ltd.'s. common shares are listed on the TSX under the
trading symbol "GSY".
Forward-Looking Statements
This press release includes forward-looking statements about
goeasy, including, but not limited to, its business operations,
strategy and expected financial performance and condition.
Forward-looking statements include, but are not limited to,
statements with respect to the expectations regarding the
repurchase of the 2026 Notes pursuant to the Tender Offer. In
certain cases, forward-looking statements that are predictive in
nature, depend upon or refer to future events or conditions, and/or
can be identified by the use of words such as "expect", "continue",
"anticipate", "intend", "aim", "plan", "believe", "budget",
"estimate", "forecast", "foresee", "target" or negative versions
thereof and similar expressions, and/or state that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved.
Forward-looking statements are based on certain factors and
assumptions, including expected growth, results of operations and
business prospects and are inherently subject to, among other
things, risks, uncertainties and assumptions about the Company's
operations, economic factors and the industry generally. There can
be no assurance that forward-looking statements will prove to be
accurate as actual results and future events could differ
materially from those expressed or implied by forward-looking
statements made by the Company. Some important factors that could
cause actual results to differ materially from those expressed in
the forward-looking statements include, but are not limited to,
goeasy's ability to enter into new lease and/or financing
agreements, collect on existing lease and/or financing agreements,
open new locations on favourable terms, offer products which appeal
to customers at a competitive rate, respond to changes in
legislation, react to uncertainties related to regulatory action,
raise capital under favourable terms, compete, manage the impact of
litigation (including shareholder litigation), control costs at all
levels of the organization and maintain and enhance the system of
internal controls.
The Company cautions that the foregoing list is not exhaustive.
These and other factors could cause actual results to differ
materially from our expectations expressed in the forward-looking
statements, and further details and descriptions of these and other
factors are disclosed in the Company's Management's Discussion and
Analysis, including under the section entitled "Risk Factors". The
reader is cautioned to consider these, and other factors carefully
and not to place undue reliance on forward-looking statements,
which may not be appropriate for other purposes. The Company is
under no obligation (and expressly disclaims any such obligation)
to update or alter the forward-looking statements whether as a
result of new information, future events or otherwise, unless
required by law.
SOURCE goeasy Ltd.