Lendmark Financial Services, LLC (“Lendmark Financial Services”) announced that its indirect parent, LFS TopCo LLC (the “Issuer”), has priced its previously announced offering of $400 million in aggregate principal amount of 8.750% unsecured senior notes due 2030 (the “Notes”) in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed on a senior unsecured basis by each of the Issuer’s wholly owned domestic subsidiaries, subject to certain exceptions.
The Offering is expected to close on July 3, 2025, subject to the satisfaction of customary closing conditions. The Notes will pay interest on a semi-annual basis at a rate of 8.750% per year and will mature on July 15, 2030.
The Issuer intends to use the net proceeds from the Offering to (i) fund the purchase (the “Tender Offer”) of any and all of its outstanding 5.875% Senior Notes due 2026 (the “2026 Notes”), (ii) call for redemption on or about October 15, 2025 any 2026 Notes that are not tendered in the Tender Offer and thereby satisfy and discharge its remaining obligations under the 2026 Notes and the related indenture and (iii) with any remaining net proceeds repay a portion of existing securitization facility indebtedness. The Tender Offer is being made only by and pursuant to the terms and conditions of the related Offer to Purchase. The Offering is not conditioned upon the consummation of the Tender Offer or the tender of any specific amount of 2026 Notes.
Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state in which such offer, solicitation or sale would be unlawful. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Nothing contained herein shall constitute an offer to purchase or the solicitation of an offer to sell any 2026 Notes in the Tender Offer and does not constitute a notice of redemption for the 2026 Notes.
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