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
Date of Report (Date of Earliest Event Reported):
September 15, 2006
CASH AMERICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Texas
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1-9733
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75-2018239 |
(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
1600 West 7th Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (817) 335-1100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
This Item 1.01 incorporates by reference the disclosures in Item 2.01 of this Current Report
concerning the amendment on September 15, 2006 of the Asset Purchase Agreement dated as of July 9,
2006 among Cash America International, Inc. (the “Company”), The Check Giant, LLC, a Delaware
limited liability company d/b/a “CashNetUSA” (“TCG”), TCG’s subsidiaries and the members of TCG.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 15, 2006 Cash America International, Inc. (the “Company”) completed its
previously announced acquisition of substantially all the assets of The Check Giant, LLC, a
Delaware limited liability company d/b/a “CashNetUSA” (“TCG”) and its subsidiaries, pursuant to the
Asset Purchase Agreement dated as of July 9, 2006 (the “Purchase Agreement”) and as amended on
September 15, 2006 (the “Amendment”) among the Company, TCG, TCG’s subsidiaries and the members of
TCG. As of the closing of the acquisition, TCG offered short-term cash advances to residents of 27
states exclusively over the Internet under the name “CashNetUSA”.
The
Company paid approximately $35 million in cash at closing and may pay up to five
supplemental earnout payments during the two-year period after the closing.
In connection with the closing of the acquisition on September 15, 2006, the Purchase
Agreement was amended to provide that the Company would acquire three of TCG’s subsidiaries in lieu
of such subsidiaries’ assets.
This description of the transaction does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to our Current
Report on Form 8-K filed on July 10, 2006 and incorporated by reference into this Item 2.01, and by
reference to the Amendment, which is filed as Exhibit 2.1 to this Current Report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
approximately $35 million initial purchase price of the Company’s acquisition of substantially all
the assets of The Check Giant, LLC and its subsidiaries was funded by borrowings under the $250
million First Amended and Restated Agreement dated February 24, 2005 among the Company, certain
lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent.
Following the acquisition, the approximate outstanding balance under the facility was $145 million.
Item 7.01. Regulation FD Disclosure.
The full text of the press release dated September 18, 2006, which announced the
completion of the acquisition described in Item 2.01 and announced revised earnings guidance for
the remainder of 2006 and initiated such guidance for 2007, is being furnished as Exhibit 99.1 to
this Report.
Item 9.01 Financial Statements and Exhibits
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2.1 |
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Amendment Number One dated September 15, 2006 to the Asset Purchase Agreement
dated July 9, 2006 by and among Cash America International, Inc, The Check Giant, LLC,
the Subsidiaries of The Check Giant, LLC and the Members of The Check Giant, LLC. |
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99.1 |
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Copy of press release dated September 18, 2006, issued by Cash America
International, Inc. (furnished pursuant to the disclosures included under Item 7.01 of
this current report on Form 8-K). |
Statement Regarding Forward Looking Information
This report contains statements that are forward-looking, as that term is defined by the
Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in
its rules. The Company intends that all forward-looking statements be subject to the safe harbors
created by these laws and rules. When used in this current report, the words “believes,”
“estimates,” “plans,” “expects,” “anticipates” and similar expressions as they relate to the
Company or its management are intended to identify forward-looking statements. The statements in
this report that are not historical facts, including, but not limited to, statements related to the
completion of the transactions described in this report, are based on current expectations. Actual
results may differ materially from those expressed in the forward-looking statements, and such
statements should not be regarded as a representation by the Company or any other person that the
results expressed in the statements will be achieved. Among the factors that could cause the
results to differ include, without limitation, changes in demand for the Company’s services, the
actions of third parties who offer products and services at the Company’s locations, changes in
competition, the ability of the Company to open new operating units in accordance with its plans,
economic conditions, real estate market fluctuations, interest rate fluctuations, changes in the
capital markets, changes in tax and other laws and governmental rules and regulations applicable to
the Company’s business, the ability to successfully integrate newly acquired businesses into the
Company’s existing operations and other risks indicated in the Company’s filings with the
Securities and Exchange Commission. These risks and uncertainties are beyond the Company’s
control, and the Company cannot predict, in many cases, all of the risks and uncertainties that
could cause its actual results to differ materially from those indicated by the forward-looking
statements.
SIGNATURES
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.
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CASH AMERICA INTERNATIONAL, INC. |
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Date: September 20, 2006
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By:
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/s/ J. Curtis Linscott |
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J. Curtis Linscott, Executive Vice President
General Counsel and Secretary |