Lendmark Financial Services, LLC (“Lendmark Financial Services”) announced today that the cash tender offer (the “Tender Offer”) commenced on June 23, 2025 by its indirect parent, LFS TopCo LLC (the “Issuer”), to purchase any and all of the Issuer's outstanding 5.875% Senior Notes due 2026 (the “Notes”) expired at 5:00 p.m. New York City Time on June 30, 2025 (the “Expiration Time”).
According to Global Bondholder Services Corporation, the tender agent for the offer, valid tenders had been received at the expiration of the offer in the amount and percentage set forth in the table below.
(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.(2) In addition to the Purchase Price, holders of the Notes will also receive in cash an amount equal to accrued and unpaid interest on the Notes from the last interest payment date up to, but not including, the initial date of payment of the Purchase Price for the Notes.(3) Tendered principal amount excludes $259,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.
The Issuer expects to accept for purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes on July 3, 2025. The settlement date for Notes tendered pursuant to guaranteed delivery procedures is expected to also be July 3, 2025.
The Issuer will use a portion of the proceeds from the issuance of $400 million aggregate principal amount of its 8.750% Senior Notes due 2030 (the “New Notes”), which is expected to close on July 3, 2025, for the payment of all Notes to be purchased in the Tender Offer. The Issuer's obligation to accept and pay for the tendered Notes is conditioned on, among other things, the closing of the offering of the New Notes (the “Notes Offering”).
Additionally, the Issuer intends, but is not obligated, to call for redemption on or about October 15, 2025 any Notes that were not tendered in the Tender Offer, at the then applicable redemption price of 100.000% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, and to satisfy and discharge the Issuer's remaining obligations under the Notes and the indenture governing the Notes by irrevocably depositing with the Trustee cash and/or U.S. government securities sufficient to pay the redemption price. However, there can be no assurance that any Notes will be redeemed or that the Issuer will satisfy and discharge its remaining obligations under the Notes and the indenture governing the Notes.
The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation by emailing contact@gbsc-usa.comor by calling (855) 654-2014 or, for banks and brokers, (212) 430-3774. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://www.gbsc-usa.com/lendmark.
The Issuer has retained BMO Capital Markets and Citigroup Global Markets Inc. to serve as the Dealer Managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BMO Capital Markets at +1 (212) 702-1840 (collect), +1 (833) 418-0762 (toll-free) or LiabilityManagement@bmo.comor Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free).
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes. The New Notes and the guarantees in respect thereof have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The New Notes may not be offered in the United States absent registration or an exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy any New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of information contained in the offering memorandum to be prepared in connection with the issue and offering of the New Notes, which will include the final terms of the New Notes, and no reliance is to be placed on any information other than that contained in the offering memorandum. Subject to compliance with applicable securities laws and regulations, the offering memorandum will be available to those reasonably believed to be qualified institutional buyers from the Dealer Managers on request.
About Lendmark Financial Services
Lendmark Financial Services provides personal and household credit and loan solutions to consumers. Founded in 1996, Lendmark Financial Services strives to be the lender, employer, and partner of choice by offering stability and helping consumers meet both planned and unplanned life events through affordable loan offerings. Today, Lendmark Financial Services operates more than 520 branches in 22 states across the country, providing personalized services to customers and retail business partners with every transaction. Lendmark Financial Services is headquartered in Lawrenceville, GA. For more information, visitwww.lendmarkfinancial.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements.” All statements, other than statements of historical fact, included in this press release regarding Lendmark Financial Services' strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “can,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the timing and outcome of the Tender Offer, the Issuer's intention to redeem any notes not tendered and the timing thereof and completion and timing of the Notes Offering and the use of proceeds therefrom. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made, and Lendmark Financial Services does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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SOURCE Lendmark Financial Services, LLC
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