a51011072.htm

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 23, 2014

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas	1-9733	75-2018239
(State of incorporation)	(Commission File No.)	(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:

⁪o	⁪Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⁪o	⁪Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⁪o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⁪o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 23, 2014, Cash America International, Inc., a Texas corporation (the “Company”), and its direct and indirect domestic subsidiaries as guarantors (collectively, the “Guarantors”) entered into a Sixth Amendment (the “Sixth Amendment”) to its Credit Agreement dated March 30, 2011 among the Company, the Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders named therein, as previously amended (the “Credit Agreement”). The Sixth Amendment, among other things, provides (i) that any acceleration or demand for acceleration, repayment, redemption or repurchase of or any default or event of default under the Company’s 5.75% senior notes due 2018 (“2018 Senior Notes”) or the related indenture (“Other Debt Action”) proximately caused by the spin-off of Enova International, Inc. (“Enova”) will not result in a default or event of default under the Credit Agreement and that any such Other Debt Action will not be deemed an event that could reasonably be expected to give rise to or have a material adverse effect under the Credit Agreement, and (ii) until such time as the Company notifies the Administrative Agent for the Credit Agreement that the provision described in subsection (i) above is no longer required, the Company’s minimum liquidity (the unused amount under the Credit Agreement plus the amount of unrestricted cash and cash equivalents of the Company and its subsidiaries in excess of $10,000,000) will not be less than $250,000,000 less the aggregate amount of all payments made on the 2018 Senior Notes after December 1, 2014.

The foregoing description of the Sixth Amendment is qualified in its entirety by the complete terms and conditions of the Sixth Amendment, which is incorporated herein by reference in Exhibit 10.1.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The disclosure in Item 1.01 is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

Representatives of a small number of holders of the 2018 Senior Notes, which the Company believes own less than a majority of the aggregate principal amount of the 2018 Senior Notes, have indicated that they believe the Company’s spin-off of Enova was not permitted by the indenture governing the 2018 Senior Notes (the “Indenture”). These noteholders have taken the position that the Company is in default under the Indenture and that a make-whole premium is payable, in addition to principal and accrued interest. The Company disagrees with the assertion that a default exists under the Indenture and also disagrees that a make-whole premium would be due in the event of a default because, among other things, the Indenture provides that upon acceleration of the 2018 Senior Notes due to a default, the repayment remedy is the repayment of principal and accrued interest with no provision for a make-whole premium. The Company believes the position taken by these noteholders is without merit and the Company intends to vigorously defend its position on these issues if formally asserted. The Company has ample liquidity and capital resources, including availability under the Company’s $280 million Credit Agreement, to repay the 2018 Senior Notes regardless of the outcome of this claim. As of December 29, 2014, the Company had $280 million of available credit under the Credit Agreement and, as of that date, the Company had approximately $196.5 million aggregate principal amount of 2018 Senior Notes outstanding and no other outstanding indebtedness.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits

	Exhibit No.	Description
	10.1	Sixth Amendment to Credit Agreement dated as of December 23, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America International, Inc. as guarantors, Wells Fargo Bank, National Association, and certain lenders named therein

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements about the business, financial condition, operations and prospects of the Company. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: the effect of, compliance with or changes in domestic pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to the Company's business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau, including the effect of and compliance with a consent order the Company entered into with the Consumer Financial Protection Bureau in November 2013; risks related to the separation of the Company and Enova; a claim relating to the terms of the Company’s 5.75% senior notes; the Company’s ability to process or collect consumer loans through the Automated Clearing House system; the actions of third parties who provide, acquire or offer products and services to, from or for the Company; public and regulatory perception of the Company’s business, including its consumer loan business and its business practices; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect the Company, its products or its arbitration agreements; fluctuations, including a sustained decrease, in the price of gold or deterioration in economic conditions; a prolonged interruption in the Company’s operations of its facilities, systems and business functions, including its information technology and other business systems; changes in demand for the Company’s services and changes in competition; the Company’s ability to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; the Company’s ability to attract and retain qualified executive officers; the ability of the Company to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into the Company’s operations; interest rate fluctuations; changes in the capital markets, including the debt and equity markets; changes in the Company’s ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; security breaches, cyber-attacks or fraudulent activity; acts of God, war or terrorism, pandemics and other events; the effect of any of such changes on the Company’s business or the markets in which it operates; and other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CASH AMERICA INTERNATIONAL, INC.


Date: December 30, 2014	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President,
		General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Sixth Amendment to Credit Agreement dated as of December 23, 2014 among Cash America International, Inc., the domestic subsidiaries of Cash America International, Inc. as guarantors, Wells Fargo Bank, National Association, and certain lenders named therein

SIXTH AMENDMENT TO CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 23, 2014, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of March 30, 2011 (as amended by that certain First Amendment to Credit Agreement dated as of November 29, 2011, that certain Second Amendment to Credit Agreement dated as of November 29, 2011, that certain Third Amendment to Credit Agreement dated as of May 10, 2013, that certain Fourth Amendment to Credit Agreement dated as of May 12, 2014, that certain Fifth Amendment to Credit Agreement dates as of July 22, 2014, and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1 New Definition. The following definition is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Liquidity” shall mean the sum of (a) the unused amount under the Revolving Facility plus (b) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries in excess of ten million dollars ($10,000,000).

“Specified Notice” shall have the meaning set forth in Section 7.1(d).

1.2 Amendment to Article V. A new Section 5.17 is hereby added to the end of Article V to read as follows:

5.17 Minimum Liquidity. At all times prior to the delivery of a Specified Notice, Liquidity will be not less than $250,000,000 less the aggregate amount of all Restricted Payments made after December 1, 2014 on the 2018 Senior Notes.

1.3 Amendment to 7.1(c). Subclause (i) contained in Section 7.1(c) is hereby amended and restated in its entirety to read as follows:

(i) Any Credit Party or any Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Section 5.3(a) or (b), 5.5, 5.10, 5.12, 5.17, or Article VI hereof (but only to the extent that the failure to perform or observe the covenants in Section 6.1, 6.2 and/or 6.3 involves an aggregate amount in excess of $1,000,000); or

1.4 Amendment to 7.1(d). The following language is hereby added immediately following clause (i)(B) of Section 7.1(d) of the Credit Agreement:

; provided, that, notwithstanding the foregoing, at all times prior to the delivery of a notice from the Borrower to the Administrative Agent stating that the exception contained in this proviso is no longer required (a “Specified Notice”), the occurrence of any acceleration or demand for acceleration, repayment, redemption or repurchase of or any default or event of default under the 2018 Senior Notes or the related indenture (each an “Other Debt Action”) proximately caused by the Initial Enova Disposition shall not result in a Default or Event of Default pursuant to this clause (i);

1.5 Conditions to Extensions of Credit.

(a) The obligation of each Lender to make any Extension of Credit will not be affected by the occurrence of any Other Debt Action proximately caused by the Initial Enova Disposition.

(b) The Credit Parties and Lenders agree that the occurrence of any Other Debt Action proximately caused by the Initial Enova Disposition will not be deemed an event or circumstance that could reasonably be expected to give rise to or have a Material Adverse Effect.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Borrower, the Required Lenders and the Administrative Agent, and acknowledged and agreed to by the Guarantors;

(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist; and

(c) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE III

MISCELLANEOUS

3.1 Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f) Except as expressly set forth in this Amendment, the Obligations of the Credit Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations of the Credit Parties.

3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.6 Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is reasonably necessary to carry out the intent of this Amendment.

3.7 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.8 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original.

3.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.12 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BORROWER:	CASH AMERICA INTERNATIONAL, INC.

	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President – Finance and Treasurer


GUARANTORS:	CASH AMERICA MANAGEMENT L.P.
	CASH AMERICA PAWN L.P.

	By:	Cash America Holding, Inc.,
		The General Partner of each of the foregoing entities

		By:	/s/ Austin D. Nettle
		Name:	Austin D. Nettle
		Title:	Vice President and Treasurer


	OHIO NEIGHBORHOOD CREDIT SOLUTIONS, LLC

	By:	Ohio Neighborhood Finance, Inc.,
		Its sole member

		By:	/s/ Austin D. Nettle
		Name:	Austin D. Nettle
		Title:	Vice President and Treasurer

	BRONCO PAWN & GUN, INC.
	CASH AMERICA ADVANCE, INC.
	CASH AMERICA FINANCIAL SERVICES, INC.
	CASH AMERICA FRANCHISING, INC.
	CASH AMERICA GLOBAL FINANCING, INC.
	CASH AMERICA GLOBAL SERVICES, INC.
	CASH AMERICA HOLDING, INC.
	CASH AMERICA, INC.
	CASH AMERICA, INC. OF ALABAMA
	CASH AMERICA, INC. OF ALASKA
	CASH AMERICA, INC. OF COLORADO
	CASH AMERICA, INC. OF ILLINOIS
	CASH AMERICA, INC. OF INDIANA
	CASH AMERICA, INC. OF KENTUCKY
	CASH AMERICA, INC. OF LOUISIANA
	CASH AMERICA OF MISSOURI, INC.
	CASH AMERICA, INC. OF NEVADA
	CASH AMERICA, INC. OF NORTH CAROLINA
	CASH AMERICA, INC. OF OKLAHOMA
	CASH AMERICA, INC. OF SOUTH CAROLINA
	CASH AMERICA, INC. OF TENNESSEE
	CASH AMERICA, INC. OF UTAH
	CASH AMERICA, INC. OF VIRGINIA
	CASH AMERICA INTERNET SALES, INC.
	CASH AMERICA OF MEXICO, INC.
	CASH AMERICA PAWN, INC. OF OHIO
	CASHLAND FINANCIAL SERVICES, INC.
	DOC HOLLIDAY’S PAWNBROKERS & JEWELLERS, INC.
	EXPRESS CASH INTERNATIONAL CORPORATION
	FLORIDA CASH AMERICA, INC.
	GAMECOCK PAWN & GUN, INC.
	GEORGIA CASH AMERICA, INC.
	HORNET PAWN & GUN, INC.
	LONGHORN PAWN AND GUN, INC.
	MR. PAYROLL CORPORATION
	OHIO NEIGHBORHOOD FINANCE, INC.
	STRATEGIC RECEIVABLE MANAGEMENT SOLUTIONS, LLC
	TIGER PAWN & GUN, INC.
	UPTOWN CITY PAWNERS, INC.
	VINCENT’S JEWELERS AND LOAN, INC.

	By:	/s/ Austin D. Nettle
	Name:	Austin D. Nettle
	Title:	Vice President – Finance and Treasurer

ADMINISTRATIVE AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender and as Administrative Agent


	By:	/s/ Jeff Bundy
	Name:	Jeffrey D. Bundy
	Title:	Vice President

LENDERS:	KEYBANK NATIONAL ASSOCIATION,
	as a Lender


	By:	/s/ Geoff Smith
	Name:	Geoff Smith
	Title:	Senior Vice President

LENDERS:	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender


	By:	/s/ Patrick McGraw
	Name:	Patrick McGraw
	Title:	Senior Vice President

LENDERS:	AMEGY BANK NA, as a Lender


	By:	/s/ Claire Harrison
	Name:	Claire Harrison
	Title:	Vice President

LENDERS:	FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
	as a Lender


	By:	/s/ David J. Ward
	Name:	David J. Ward
	Title:	Senior Vice President

LENDERS:	BOKF, NA dba Bank of Texas, as a Lender


	By:	/s/ Mattson H. Uihlein
	Name:	Mattson H. Uihlein
	Title:	Banking Officer