Current Price – $14.9
Offer Price – $14.6 – $15.6
Upside – 5% or $70 ( for odd lot holders, if the upper pricing limit is used)
Expiration date – 13 March 2015
Nicholas Financial, Inc., a British Columbia, Canada corporation (the “Company”), invites its shareholders to tender up to $70.0 million in value of its Common shares, no par value per share (the “Shares”), for purchase by its wholly-owned indirect subsidiary, Nicholas Financial, Inc., a Florida corporation (“NFI-Florida” and, together with the Company, “we,” “us” or “Nicholas”), at a price not greater than $15.60 nor less than $14.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal, which together, as they may be amended or supplemented from time to time, constitute the “Offer.”
As of February 6, 2015, there were 12,316,235 Shares outstanding. As of that date, an aggregate of 94,000 Shares constituting unvested restricted stock were outstanding under our equity compensation plans, 463,040 Shares were subject to outstanding options under our plans, and an aggregate of 8,615 Shares were available for additional grants under our Equity Incentive Plan. At the maximum Final Purchase Price of $15.60 per Share, we could purchase 4,487,180 Shares if the Offer is fully subscribed, which would represent approximately 36.4% of the Company’s outstanding Shares as of February 6, 2015. At the minimum Final Purchase Price of $14.60 per Share, we could purchase 4,794,521 Shares if the Offer is fully subscribed, which would represent approximately 38.9% of the Company’s outstanding Shares as of February 6, 2015.
No proration for Odd Lot holders:
For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Shares. In the event of an over-subscription of the Offer as described below, Shares tendered at or below the Final Purchase Price prior to the Expiration Date will be subject to proration, except for odd lots
Source of Funds:
The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Shares, together with related fees and expenses, to be approximately $70.8 million. We plan to fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, using borrowings under our Credit Facility (as defined below). As of February 6, 2015, we had approximately $96.0 million available for borrowing under the Credit Facility ($21.0 million, if no Shares are purchased pursuant to the Offer). We have no alternative financing arrangements or plans relating to the Offer other than those described herein.