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):
December 19, 2006
CASH AMERICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Texas
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1-9733
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75-2018239 |
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(Commission File No.)
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(IRS Employer Identification No.) |
1600 West 7th Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (817) 335-1100
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:
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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 1.01 |
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Entry into a Material Definitive Agreement. |
On December 19, 2006, Cash America International, Inc. (the “Company”) issued and sold an
aggregate of $60 million of its senior notes (the “Notes”) to qualified institutional buyers,
pursuant to a note purchase agreement dated as of December 19, 2006 (the “Note Purchase
Agreement”). The Notes are comprised of (a) $35 million
aggregate principal amount of its Series A 6.09% Senior Notes due
December 19, 2016 (the “Series A Notes”) and (b) $25 million aggregate principal amount of Series B
6.21% Senior Notes due December 19, 2021 (the
“Series B Notes”). A copy of the press release announcing the transaction
is attached hereto as Exhibit 99.1.
The Notes pay interest on June 19 and December 19 of each year, beginning on June 19, 2007,
with the Series A Notes paying interest at an annual rate of 6.09% of the unpaid principal amount,
and the Series B Notes paying interest at an annual rate of 6.21% of the unpaid principal amount.
Principal on the Series A Notes will be repaid in five annual
installments of $7,000,000 (or such lesser principal amount as shall
then be outstanding) beginning
December 19, 2012. Principal on the Series B Notes will be repaid in 11 annual installments of
$2,272,727 (or such lesser principal amount as shall then be
outstanding) beginning December 19, 2011. The Notes are guaranteed by all of the Company’s direct
and indirect subsidiaries. The Note Purchase Agreement contains customary covenants.
The Note Purchase Agreement provides for customary events of default that include (subject in
certain cases to customary grace and cure periods) nonpayment of principal, interest or make-whole
amounts, breach of covenants or other agreements in the Note Purchase Agreement and certain events
of bankruptcy or insolvency. Generally, if an event of a default occurs, the holders of at least a
majority in principal amount of outstanding Notes may declare due and payable the principal ,
accrued but unpaid interest and a make whole amount with respect to all Notes. The Notes will
accelerate automatically if certain events of bankruptcy or insolvency occur. Any Note holder may
accelerate the payment of such holder’s Notes if the Company defaults in the payment of principal,
interest or make whole amounts with respect to such Notes.
The Note Purchase Agreement, including the forms of the Series A Notes, the Series B Notes and
the Guaranty Agreement between the Company’s subsidiaries and the purchasers of the Notes, is filed
as Exhibit 10.1 to this Form 8-K. The foregoing description is qualified in its entirety by
reference to the full text of the Note Purchase Agreement.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant |
The disclosures provided in Item 1.01 of this Form 8-K are hereby incorporated by reference
into this Item 2.03.