goeasy Ltd. Announces Pricing of US$325 Million of Senior Unsecured Notes
MISSISSAUGA, Ontario, Oct. 27, 2017 (GLOBE NEWSWIRE) — goeasy Ltd. (TSX:GSY) (“goeasy” or the “Company”) is pleased to announce that it priced US$325 million aggregate principal amount of 7.875% senior unsecured notes due 2022 (the “Notes”), an increase from the previously anticipated transaction size of US$300 million, in view of market demand. The Notes will be guaranteed on a senior unsecured basis by certain of goeasy’s current and future subsidiaries that are guarantors under the New Credit Facility (as defined below).
goeasy estimates the net proceeds from the offering will be approximately C$407 million, based on the closing Bank of Canada rate on October 26, 2017 for the Canadian dollar/U.S. dollar exchange rate, after deducting fees and estimated offering expenses, and subject to adjustment as a result of the Currency Swap referred to below. goeasy intends to use the net proceeds from the sale of the Notes, together with expected borrowings under the New Credit Facility referred to below, to repay outstanding indebtedness, to expand its consumer loan portfolio, for general corporate purposes and to pay fees and expenses of the offering of the Notes, including fees associated with entering into the Currency Swap referred to below.
The offering of the Notes is expected to close on November 1, 2017, subject to customary closing conditions. Concurrently with the offering, goeasy expects to complete the closing of a new senior secured revolving credit facility provided by a syndicate of banks in an aggregate principal amount of up to C$110 million (the “New Credit Facility”) and to enter into a currency swap agreement (the “Currency Swap”) to fix the foreign currency exchange rate for the proceeds from the offering and for all required payments of principal and interest under the Notes.
The Notes and related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and the Notes may not be offered or sold in the United States or to any U.S. persons unless the Notes are registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in offshore transactions in compliance with Rule 903 of Regulation S under the Securities Act. Additionally, in Canada the offering will be made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
This press release 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.
This press release includes forward-looking statements about goeasy, including, but not limited to, the Company’s growth plans, and expectations regarding the completion and use of proceeds of the Note offering and the New Credit Facility and regarding the effect of the Currency Swap. In certain cases, forward-looking statements are 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 ‘expects’, ‘anticipates’, ‘intends’, ‘plans’, ‘believes’, ‘budgeted’, ‘estimates’, ‘forecasts’, ‘targets’ 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, market conditions, 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, as well as those factors referred to in the Company’s Annual Information Form dated February 15, 2017, its Management Discussion and Analysis for the year ended December 31, 2016 and its Management Discussion and Analysis for the three and six months ended June 30, 2017, as available on www.sedar.com, in each case in the section entitled “Risk Factors”. 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. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. 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.
For further information contact:
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer