Cash America 2015 Annual Report Download - page 110

Letter of Credit Facility
When the Company entered into the Credit Agreement, it also entered into a Standby Letter of Credit
Agreement (the “LC Agreement”)fortheissuanceofupto$20.0millioninlettersofcredit(the“LetterofCredit
Facility”) that is guaranteed by the Company’s domestic subsidiaries and matures on March 31, 2018. In the event
that an amount is paid by the issuing bank under a stand-by letter of credit, it will be due and payable by the
Company on demand, and amounts due by the Company under the LC Agreement will bear interest annually at a
rate that is the lesser of (a) 2% above the prime rate for Wells Fargo Bank, National Association or (b) the maximum
rate of interest permissible under applicable laws. The LC Agreement also requires the Company to pay quarterly
fees equal to the applicable margin set forth in the LC Agreement on the undrawn amount of the credit outstanding.
TheCompanyhadstandbylettersofcreditof$6.0millionunderitsLetterofCreditFacilityasofDecember31,
2015.
$300.0 Million 5.75% Senior Unsecured Notes
OnMay15,2013,theCompanyissuedandsoldthe2018SeniorNotes.The 2018 Senior Notes bear interest
at a rate of 5.75% annually on the principal amount, payable semi-annually in arrears on May 15 and November 15
of each year. The2018SeniorNoteswillmatureonMay15,2018,andtherearenoscheduledpaymentsofprincipal
due before the maturity date. The 2018 Senior Notes were originally sold to qualified institutional buyers under
Rule 144A of the Securities Act and Regulation S of the Securities Act outside the United States, and all 2018
Senior Notes were subsequently registered under the Securities Act pursuant to an exchange offer.
The 2018 Senior Notes are senior unsecured debt obligations of the Company and are guaranteed by all of
the Company’s subsidiaries (the “Guarantors”). The Guarantors have guaranteed fully and unconditionally, on a
joint and several basis, the obligations to pay principal and interest for the 2018 Senior Notes. AsofDecember31,
2015, Cash America International, Inc., on a stand-alone unconsolidated basis (the “Parent Company”), had no
independent assets or operations. AsofDecember31,2015,alloftheGuarantorswere100%ownedbythe
Company. The Indenture, dated as of May 15, 2013, that governs the 2018 Senior Notes, among the Company, the
guarantors party thereto and the trustee (“2018 Senior Notes Indenture”), provides that if any of the Guarantors is
released from its guarantees of the Company’s borrowings and obligations under the Credit Agreement, that
Guarantor’s guaranty of the 2018 Senior Notes will also be released.
The 2018 Senior Notes are redeemable at the Company’s option, in whole or in part, at any time at 100% of
the aggregate principal amount of 2018 Senior Notes redeemed plus the applicable “make whole” redemption price
specified in the 2018 Senior Notes Indenture, plus accrued and unpaid interest, if any, to the redemption date. In
addition, if a change of control occurs, as that term is defined in the 2018 Senior Notes Indenture, the holders of
2018 Senior Notes will have the right, subject to certain conditions, to require the Company to repurchase their
2018 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of 2018 Senior Notes
repurchased plus accrued and unpaid interest, if any, as of the date of repurchase.
AsofDecember31,2015,theoutstandingbalanceofthe2018SeniorNoteswas$184.5million,compared
to$196.5millionasofDecember31,2014.Duringthesecondquarterof2015,theCompanyrepurchased
$12.0millionprincipalamountofthe2018SeniorNotesforcashconsiderationof$12.4million.Inconnectionwith
these purchases, the Company recorded a loss on early extinguishment of debt of approximately $0.6 million, which
consisted of $0.4 million in premium paid and $0.2 million in expense for the write-off of deferred loan costs.
DuringtheyearendedDecember31,2014,theCompanyrepurchased$103.5millionaggregateprincipalamountof
the 2018 Senior Notes for aggregate cash consideration of $107.2 million plus accrued interest. In connection with
thesepurchases,theCompanyrecordedalossonearlyextinguishmentofdebtofapproximately$6.0million,which
is included in “Loss on early extinguishment of debt” in the consolidated statements of income.
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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