Cash America 2012 Annual Report Download - page 117

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“Series B Notes,” and together with the Series A Notes, the “Notes”). The Notes were sold in a private placement
pursuant to a Note Purchase Agreement dated August 28, 2012 by and among the Company and certain purchasers listed
therein. The Notes are senior unsecured obligations of the Company. The Series A Notes are payable in five annual
installments of $9.4 million beginning August 28, 2015, and the Series B Notes are payable in seven annual installments
of approximately $0.7 million beginning August 28, 2016. In addition, the Company may, at its option, prepay all or a
minimum portion of $1.0 million of the Notes at a price equal to the principal amount thereof plus a make-whole
premium and accrued interest. The Notes are guaranteed by all of the Company’s U.S. subsidiaries. The Company used
a portion of the net proceeds of the offering to repay existing indebtedness, including outstanding balances under the
Domestic and Multi-Currency Line, and used the remaining portion for general corporate purposes.
Net cash provided by financing activities increased $41.4 million, or 405.2%, from $10.2 million for 2010 to
$51.6 million for 2011. During 2011, the Company’s borrowings, net of repayments and debt issuance costs, were $50.2
million greater than in 2010. Net cash provided by financing activities in 2011 included proceeds of $50.0 million for
long-term debt issued by the Company in March 2011 (as more fully described below) and $65.8 million of net proceeds
drawn under its line of credit. The Company made debt payments of $38.1 million during 2011 based on the terms of
certain note obligations. In addition, the Company used $6.0 million more in 2011 than 2010 for the repurchase of shares
of Company common stock through open market transactions, pursuant to a 2011 authorization by the Board of
Directors of the Company, and through the repurchase of shares of common stock for tax payments related to stock
based compensation.
On March 30, 2011, the Company entered into a new credit agreement for up to $330.0 million of credit with a
group of commercial banks (the “Original Credit Agreement”). On November 29, 2011, the Company amended the
Original Credit Agreement to increase the amount available by $100.0 million to $430.0 million (the “Credit
Agreement”). The Credit Agreement consists of a $380.0 million line of credit, which includes the ability to borrow up
to $50.0 million in specified foreign currencies or U.S. dollars (the “Domestic and Multi-currency Line”) and a $50.0
million term loan facility (the “2015 Variable Rate Notes”). The Domestic and Multi-currency Line amount will
decrease by $100.0 million to $280.0 million on the earlier of May 29, 2013 or the second business day following the
closing of an initial public offering of common stock of Enova that results in Enova no longer being considered a
majority-owned subsidiary of the Company. The Domestic and Multi-currency Line matures on March 31, 2015.
Beginning March 31, 2012, the 2015 Variable Rate Notes became payable in equal quarterly principal installments of
$2.1 million with any outstanding principal remaining due at maturity on March 31, 2015.
In conjunction with the entry into the Original Credit Agreement, the Company repaid all outstanding revolving
credit loans under its $300.0 million domestic line of credit due 2012 (the “USD Line of Credit”) and its variable rate
senior unsecured note due 2012 with proceeds of the Original Credit Agreement.
On March 30, 2011, in conjunction with the establishment of the Original Credit Agreement, the Company
entered into a separate credit agreement for the issuance of up to $20.0 million in letters of credit (the “Letter of Credit
Facility”). The Company had outstanding letters of credit of $17.7 million at December 31, 2012. Previously, these
letters of credit were provided under the USD Line of Credit by reducing the amount available to the Company.
On January 28, 2010, the Company issued and sold $25.0 million aggregate principal amount of its 2017 Notes
in a private placement pursuant to a note purchase agreement dated January 28, 2010 by and among the Company and
certain purchasers listed therein. The 2017 Notes are senior unsecured obligations of the Company. The 2017 Notes are
payable in five annual installments of $5.0 million beginning January 28, 2013. In addition, the Company may, at its
option, prepay all or a minimum portion of no less than $1.0 million of the 2017 Notes at a price equal to the principal
amount thereof plus a make-whole premium and accrued interest. The 2017 Notes are guaranteed by all of the
Company’s U.S. subsidiaries. The Company used a portion of the net proceeds of the 2017 Notes to repay existing
indebtedness, including outstanding balances under its bank line of credit. The remaining portion was used for general
corporate purposes.