M&A - FirstCash Holdings, Inc.

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Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: New

Accession Number: 000084048925000089

Filing Summary: On July 2, 2025, FirstCash Holdings, Inc. announced that its indirect wholly-owned subsidiary, Chess Bidco Limited, has agreed to acquire the entire issued and to be issued share capital of H&T Group plc. The acquisition is set to be conducted via a Court-sanctioned scheme of arrangement under the Companies Act 2006, which has been approved by H&T's shareholders. The completion of the acquisition is expected in the second half of 2025, pending the satisfaction of remaining closing conditions, including necessary regulatory approvals from the UK Financial Conduct Authority. This report also mentions that the financial terms of the acquisition are final but may be increased if a third party offers for H&T, or with consent from the UK's Panel on Takeovers and Mergers under exceptional circumstances. Risks and uncertainties that may affect the acquisition process are highlighted, including regulatory approval delays and integration challenges.

Additional details:

Item: H&T Group plc


Item: Chess Bidco Limited


Item: second half of 2025


Item: UK Financial Conduct Authority


Item: Court-sanctioned scheme of arrangement


Form Type: 8-K

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: New

Accession Number: 000084048925000067

Filing Summary: On May 14, 2025, FirstCash Holdings, Inc. announced that Chess Bidco Limited, a wholly-owned subsidiary, has reached an agreement with H&T Group plc regarding a final recommended cash offer for all of H&T's share capital. H&T shareholders will receive 661 pence per share in cash, consisting of 650 pence from Bidco and an 11 pence final dividend. This acquisition is to be executed through a court-sanctioned scheme of arrangement, requiring majority approval from H&T shareholders and regulatory approval from multiple authorities. The transaction is expected to conclude in the latter half of 2025, given all conditions are met. Additionally, Bidco signed a co-operation agreement with H&T for regulatory approvals and management of share options, while H&T directors holding shares committed to vote in favor of the acquisition. The company has planned financing strategies through amendments to its credit facility and is set to utilize a Bridge Credit Agreement for necessary funding. Compliance with both UK and U.S. regulatory standards is detailed, emphasizing various risk factors that could affect the successful completion of the acquisition.

Additional details:

Trading Symbol: FCFS


Cash Offer Per Share: 661 pence


Cash From Bidco: 650 pence


Final Dividend Per Share: 11 pence


Approval Date H And T Shareholders: 2025-05-15


Expected Completion Date: 12-31-2025


Shareholder Commitment Percentage: 0.57%


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