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goeasy Ltd. Announces Expiration of Tender Offer for Any and All of the Aggregate Principal Amount of its 4.375% Senior Unsecured Notes Due 2026
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 " 2026Notes ") 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aggregate principal amount of the 2026 Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn prior to the Expiration Date.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the aggregate principal amount of the 2026 Notes validly tendered prior to the Expiration Date and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of 2026 Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the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 | Aggregate Principal | Principal Amount |
4.375% Senior 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.
