Mr. Jason Mullins reports
GOEASY LTD. ANNOUNCES PRICING OF US$320 MILLION OF SENIOR UNSECURED NOTES
goeasy Ltd. has priced $320-million (U.S.) aggregate principal amount of 4.375 per cent senior unsecured notes due 2026. The notes will be guaranteed on a senior unsecured basis by certain of goeasy's current and future subsidiaries.
goeasy estimates the net proceeds from the offering will be approximately $392.7-million, based on the Bank of Canada daily rate on April 21, 2021, 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. The gross proceeds from the sale of the notes will be deposited in an escrow account. The holders of the notes will have a security interest in the escrow account and the escrowed funds to secure the obligations under the notes pending satisfaction of the conditions to release of such proceeds. Upon release from escrow, the proceeds from the sale of the notes, together with the proceeds from the previously announced bought deal equity offering of 1,404,265 subscription receipts of the company, will be used to finance the cash portion of the purchase price for the company's previously announced acquisition of LendCare Holdings Inc. in the amount of $310-million, to repay $243.5-million of existing LendCare debt, and to pay expenses incurred in connection with the acquisition and the offering, including fees associated with entering into the currency swap, with the balance to be used for general corporate purposes.
The offering of the notes is expected to close on April 29, 2021, subject to customary closing conditions. Concurrently with the offering, goeasy expects to enter into a currency swap agreement 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.
If the acquisition is not completed by Dec. 1, 2021, or upon the occurrence of certain other events, the notes will be subject to a special mandatory redemption. The special mandatory redemption price of the notes will be equal to 100 per cent of the initial issue price of the notes plus accrued and unpaid interest and additional amounts, if any, from the issue date or, if applicable, from the most recent date to which interest has been paid, to the payment date of such redemption. The escrowed funds will be applied to pay for any such special mandatory redemption.
The notes and related guarantees have not been and will not be registered under the Securities Act of 1933, as amended, 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.
About goeasy Ltd.
goeasy Ltd., a Canadian company, headquartered in Mississauga, Ont., provides non-prime leasing and lending services through its easyhome and easyfinancial divisions. With a wide variety of financial products and services, including unsecured and secured instalment loans, goeasy aspires to help put Canadians on a path to a better financial future, as they rebuild their credit and graduate to prime lending. Customers can transact seamlessly with easyhome and easyfinancial through an omni-channel model that includes on-line and mobile, as well as over 400 leasing and lending locations across Canada supported by more than 2,000 employees. Throughout the company's history, it has served over one million Canadians and originated $5.0-billion in loans, with one in three customers graduating to prime credit and 60 per cent increasing their credit score within 12 months of borrowing.
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