MISSISSAUGA, ON, Oct. 30, 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 pricing 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") as set forth in the table below. The table below sets forth the applicable Reference Yield and Consideration for the 2026 Notes, as calculated at 10:00 a.m., New York City time, today, October 30, 2024, in accordance with the Offer to Purchase.
Series of Notes
CUSIP Numbers(1)
Aggregate Principal Amount Outstanding
U.S. Treasury Reference Security(2)
Reference Yield
Bloomberg Reference Page(2)
Fixed Spread
Consideration(2)
4.375% Senior Unsecured Notes due 2026
380355AF4/ C39555AD6
US$320,000,000
4.875% U.S. Treasury due April 30, 2026
4.169 %
FIT4
50 bps
US$995.81
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(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)
Per US$1,000 principal amount of 2026 Notes validly tendered and accepted for purchase, including through the guaranteed delivery procedures, at or prior to the Expiration Date (as defined below), and not validly withdrawn prior to the Withdrawal Deadline (as defined below), for the Tender Offer; excludes the accrued interest payable on the 2026 Notes (which will be paid on the 2026 Notes accepted for purchase by the Company as described herein and in the Offer to Purchase (as defined below)) and assumes a settlement date on November 4, 2024. The Consideration is based on the fixed spread specified in the table above (the "Fixed Spread"), plus the yield to maturity of the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury Reference Security specified above at 10:00 a.m., New York City time, today, October 30, 2024. The formula for determining the Consideration and Accrued Interest is set forth on Annex A of the Offer to Purchase.
The Tender Offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated October 21, 2024 (the "Offer to Purchase"). The Tender Offer will expire at 5:00 p.m., New York City time, today, October 30, 2024, unless extended or terminated (such time and date, as the same may be extended or terminated by the Company in its sole discretion subject to applicable law, the "Expiration Date"). Tendered Notes may be withdrawn at any time (i) at or prior to the earlier of * the Expiration Date and (y) in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, and (ii) after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement (such time and date, as the same may be extended by the Company in its sole discretion, the "Withdrawal Deadline"), but may not thereafter be validly withdrawn, unless otherwise required by applicable law. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
Holders of the 2026 Notes must validly tender their 2026 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Expiration Date, and not validly withdraw their 2026 Notes at or prior to the Withdrawal Deadline, in order to be eligible to receive the Consideration. There is no letter of transmittal for the Tender Offer. Accrued and unpaid interest will be paid on all 2026 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on or about November 4, 2024. For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase (including the completion of the Proposed Financing (as defined below)), the deadline to validly tender their 2026 Notes using the guaranteed delivery procedures will be 5:00 p.m., New York City time, on the second business day after the Expiration Date, which is expected to be November 1, 2024 unless extended by us in our sole discretion.
The Tender Offer is contingent upon, among other things, the successful completion by the Company of a capital market transaction (the "Proposed Financing") on terms and conditions satisfactory to the Company in its sole discretion. The Tender Offer is not conditioned on any minimum amount of 2026 Notes being tendered. The Company may amend, extend or terminate the Tender Offer in its sole discretion. The purpose of the Tender Offer is to acquire any and all outstanding 2026 Notes.
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 has 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. Holders of the 2026 Notes are urged to read the Offer to Purchase and related Notice of Guaranteed Delivery carefully before making any decisions with respect to the Tender Offer. No recommendation is being 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 and the Expiration Date for 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.
