UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by
the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
DFC Global Corp.
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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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): May 29, 2014
DFC Global Corp.
(Exact
name of registrant as specified in charter)
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Delaware
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000-50866
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23-2636866
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(State of
Incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification Number)
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1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania
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19312
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(Address of principal executive offices)
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(Zip Code)
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(610) 296-3400
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
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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))
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Item 8.01 Other Events.
On May 29, 2014, DFC Global Corp. (the Company or DFC Global) issued a press release announcing that lead plaintiffs KC Gamma
Opportunity Fund, L.P. and Michael Marcus have withdrawn the motion for a preliminary injunction they previously filed in the Court of Chancery of the State of Delaware that had sought to enjoin the special meeting of the Companys stockholders
to vote on the proposed merger contemplated by the Agreement and Plan of Merger, dated April 1, 2014, among LSF8 Sterling Merger Parent, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Parent, LLC), LSF8
Sterling Merger Sub, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Merger Company, LLC) and the Company.
A copy of
the press release announcing the withdrawal of the motion for a preliminary injunction is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This filing and its exhibits
contain forward-looking statements, including, among other things, statements regarding the following: the Companys future results, growth, guidance and operating strategy; the global economy; the effects of currency exchange rates and
fluctuations in the price of gold on reported operating results; the regulatory environment in Canada, the United Kingdom, the United States, Scandinavia and other countries; the impact of future development strategy, new stores and acquisitions;
litigation matters; financing initiatives; and the performance of new products and services. These forward-looking statements involve risks and uncertainties, including risks related to: approval of the transaction by the Companys stockholders
(or the failure to obtain such approval), the ability to obtain regulatory approvals for the transaction, the Companys ability to maintain relationships with customers and employees following the announcement of the transaction, the ability of
third parties to fulfill their commitments relating to the transaction, including providing financing, the ability of the parties to satisfy the closing conditions, and the risk that the transaction may not be completed in the anticipated time frame
or at all; the regulatory environments of the jurisdictions in which we do business, including reviews of our operations principally by the CFPB in the United States and the Financial Conduct Authority in the United Kingdom, and other changes in
laws affecting how we do business and the regulatory bodies which govern us; current and potential future litigation; the identification of acquisition targets; the integration and performance of acquired stores and businesses; the performance of
new stores and internet businesses; the impact of debt and equity financing transactions; the results of certain ongoing income tax appeals; the effects of new products and services, or changes to our existing products and services, on the
Companys business, results of operations, financial condition, prospects and guidance; and uncertainties related to the effects of changes in the value of the U.S. Dollar compared to foreign currencies. There can be no assurance that the
Company will attain its expected results, successfully integrate and achieve anticipated synergies from any of its acquisitions, obtain acceptable financing, or attain its published guidance metrics, or that ongoing and potential future litigation
or the various U.S. Federal or state, U.K., or other foreign legislative or regulatory activities affecting the Company or the banks with which the Company does business will not negatively impact the Companys operations. A more complete
description of these and other risks, uncertainties and assumptions is included in the Companys filings with the SEC, including those described under the heading Risk Factors in the Companys Annual Report on Form 10-K for the
Companys fiscal year ended June 30, 2013, as amended in its Form 10-Q for the quarter ended September 30, 2013, in its Form 10-Q for the quarter ended December 31, 2013 and in its Form 10-Q for the quarter ended March 31,
2014. You should not place any undue reliance on any forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
Additional Information and Where to Find It
In connection with the proposed transaction, DFC Global has filed a proxy statement with the SEC. The definitive proxy statement and a form of proxy has been
mailed to the stockholders of DFC Global. BEFORE MAKING A VOTING DECISION, DFC GLOBALS SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. DFC Globals stockholders and other interested parties may obtain, without charge, a copy of the proxy statement and other relevant documents filed with the
SEC from the SECs website at
www.sec.gov
. DFC Globals stockholders and other interested parties may also obtain, without charge, a copy of the proxy statement and other relevant documents by going to the Investors section of DFC
Globals corporate website,
www.dfcglobalcorp.com
, or directing a request by mail or telephone to DFC Global Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312.
DFC Global and its directors and officers may be deemed to be participants in the solicitation of proxies from DFC Globals stockholders with respect to
the special meeting of stockholders that will be held to consider the proposed transaction. Information about DFC Globals directors and executive officers and their ownership of DFC Globals common stock is set forth in the proxy
statement for the Companys 2013 annual meeting of stockholders, which was filed with the SEC on October 7, 2013 and the Companys Annual Report on Form 10-K for 2013 filed with the SEC on August 29, 2013. Stockholders may obtain
additional information regarding the interests of DFC Global and its directors and executive officers in the proposed merger, which may be different than those of the Companys stockholders generally, by reading the proxy statement and other
relevant documents regarding the proposed merger, when filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release of DFC Global Corp., dated May 29, 2014.
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Signatures
Pursuant to the requirements of the Securities and 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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DFC Global Corp.
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By:
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/s/ William M. Athas
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William M. Athas
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Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller
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Date: May 29, 2014
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of DFC Global Corp., dated May 29, 2014.
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FOR IMMEDIATE RELEASE
DFC GLOBALS SPECIAL MEETING TO PROCEED AS SCHEDULED
Request for Preliminary Injunction to Delay Special Meeting is Withdrawn
DFC Urges Stockholders to Vote FOR the Proposed Transaction with Lone Star
Berwyn, Pennsylvania May 29, 2014
DFC Global Corp. (NASDAQ: DLLR) (DFC Global or the Company), a leading
international diversified financial services company serving primarily unbanked and under-banked consumers for over 30 years, announced today that lead plaintiffs KC Gamma Opportunity Fund, L.P. and Michael Marcus have withdrawn the motion for a
preliminary injunction they previously filed in the Court of Chancery of the State of Delaware that had sought to enjoin the special meeting of the Companys stockholders. As previously announced, DFC Global expects to hold its special meeting
on June 6, 2014, at 9:00 a.m. eastern time.
DFC Global issued the following statement:
DFC Globals Board of Directors and management team are pleased to have put this matter behind us so that we can move
forward with the special meeting where stockholders will be able to vote on the transaction with Lone Star. The Board firmly believes that this transaction, which is the culmination of a thorough process and delivers certain and immediate
cash value, is in the best interests of all stockholders and unanimously recommends stockholders vote FOR the proposal to approve the merger agreement.
The special meeting is scheduled for June 6, 2014, at 9:00 a.m. Eastern time. The meeting will be held at Two Logan Square, 100 N. 18th Street, 30th
Floor, Philadelphia, Pennsylvania 19103-2799. All DFC Global stockholders of record as of the close of business on April 29, 2014, will be entitled to notice of, and to vote at, the special meeting.
Stockholders with questions, or that need assistance in voting, should reach out to DFC Globals proxy solicitor, Okapi Partners LLC, at
(212) 297-0720 or toll-free at: (855) 208-8901.
Houlihan Lokey Capital, Inc. is acting as financial advisor to DFC Global in connection with
the transaction. Pepper Hamilton LLP is acting as DFC Globals legal advisor. Jefferies LLC is acting as lead financial advisor to Lone Star Funds and Credit Suisse Securities (USA), LLC is acting as financial advisor. Jefferies Finance LLC and
Credit Suisse AG are providing debt financing commitments for the acquisition. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Lone Star Funds.
About DFC Global Corp.
DFC Global Corp. is a leading
international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and
under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland,
Spain, Romania, the Czech Republic and the Republic of Ireland. The Companys
networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries. For more information, please visit the Companys website at
www.dfcglobalcorp.com.
The Company believes that its customers, many of whom receive income on an irregular basis or from multiple employers, choose to
conduct their personal financial business with the Company rather than with banks or other financial institutions due to the range and convenience of services that it offers, the multiple ways in which they may conduct business with the Company and
its high-quality customer service. The Companys products and services, principally its unsecured short-term consumer loans, secured pawn loans and check cashing and gold buying services, provide customers with convenient access to cash for
living expenses and other needs. In addition to these core offerings, the Company strives to offer its customers additional high-value ancillary services, including Western Union
®
money orders
and money transfers, reloadable VISA
®
and MasterCard
®
prepaid debit cards and foreign currency exchange.
About Lone Star Funds
Lone Star is a global private
equity firm that invests in real estate, equity, credit, and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized twelve private equity funds with aggregate capital commitments totaling over $45 billion.
The Funds are advised by Lone Star Global Acquisitions, Ltd. (LSGA), an investment adviser registered with the U.S. Securities and Exchange Commission. LSGA and its global subsidiaries advise the Funds from offices in North America, Western Europe
and East Asia.
Forward-Looking Statements
This news
release contains forward-looking statements, including, among other things, statements regarding the following: the Companys future results, growth, guidance and operating strategy; the global economy; the effects of currency exchange rates
and fluctuations in the price of gold on reported operating results; the regulatory environment in Canada, the United Kingdom, the United States, Scandinavia and other countries; the impact of future development strategy, new stores and
acquisitions; litigation matters; financing initiatives; and the performance of new products and services. These forward-looking statements involve risks and uncertainties, including risks related to: approval of the transaction by the
Companys stockholders (or the failure to obtain such approval), the ability to obtain regulatory approvals for the transaction, the Companys ability to maintain relationships with customers and employees following the announcement of the
transaction, the ability of third parties to fulfill their commitments relating to the transaction, including providing financing, the ability of the parties to satisfy the closing conditions, and the risk that the transaction may not be completed
in the anticipated time frame or at all; the regulatory environments of the jurisdictions in which we do business, including reviews of our operations principally by the CFPB in the United States and the Financial Conduct Authority in the United
Kingdom, and other changes in laws affecting how we do business and the regulatory bodies which govern us; current and potential future litigation; the identification of acquisition targets; the integration and performance of acquired stores and
businesses; the performance of new stores and internet businesses; the impact of debt and equity financing transactions; the results of certain ongoing income tax appeals; the effects of new products and services, or changes to our existing products
and services, on the Companys business, results of operations, financial condition, prospects and guidance; and uncertainties related to the effects of changes in the value of the U.S. Dollar compared to foreign currencies. There can be
no assurance that the Company will attain its expected results, successfully integrate and achieve anticipated synergies from any of its acquisitions, obtain acceptable financing, or attain its published guidance metrics, or that ongoing and
potential future litigation or the various U.S. Federal or state, U.K., or other foreign legislative or regulatory activities affecting the
Company or the banks with which the Company does business will not negatively impact the Companys operations. A more complete description of these and other risks, uncertainties and
assumptions is included in the Companys filings with the Securities and Exchange Commission, including those described under the heading Risk Factors in the Companys Annual Report on Form 10-K for the Companys fiscal
year ended June 30, 2013, as amended in its Form 10-Q for the quarter ended December 31, 2013 and in its Form 10-Q for the quarter ended March 31, 2014. You should not place any undue reliance on any forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Additional Information and Where to Find It
In
connection with the proposed transaction, DFC Global has filed a proxy statement with the SEC. The definitive proxy statement and a form of proxy has been mailed to the stockholders of DFC Global. BEFORE MAKING A VOTING DECISION, DFC GLOBALS
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. DFC Globals stockholders and other interested parties may obtain, without charge, a copy of the proxy statement and other relevant documents
filed with the SEC from the SECs website at www.sec.gov. DFC Globals stockholders and other interested parties may also obtain, without charge, a copy of the proxy statement and other relevant documents by going to the Investors section
of DFC Globals corporate website, www.dfcglobalcorp.com, or directing a request by mail or telephone to DFC Global Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312.
DFC Global and its directors and officers may be deemed to be participants in the solicitation of proxies from DFC Globals stockholders with respect to
the special meeting of stockholders that will be held to consider the proposed transaction. Information about DFC Globals directors and executive officers and their ownership of DFC Globals common stock is set forth in the proxy
statement for the Companys 2013 annual meeting of stockholders, which was filed with the SEC on October 7, 2013 and the Companys Annual Report on Form 10-K for 2013 filed with the SEC on August 29, 2013. Stockholders may obtain
additional information regarding the interests of DFC Global and its directors and executive officers in the proposed merger, which may be different than those of the Companys stockholders generally, by reading the proxy statement and other
relevant documents regarding the proposed merger, when filed with the SEC.
Contacts
DFC Global Corp.
ICR
Investor Relations
Garrett Edson: (484) 320-5800
Media
Phil Denning: (646) 277-1200
Lone Star Funds
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jed Repko / Joseph Sala: (212) 355-4449
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