DirectCash Payments Inc.
TSX : DCI

DirectCash Payments Inc.

October 28, 2013 15:33 ET

DirectCash Payments Inc. Announces $50 Million Acquisition of Threshold Financial Technologies Inc.

Amendments to Its Existing Credit Agreement

A $15 Million Bought Deal Financing and a Canadian Vault Cash Rental Agreement

CALGARY, ALBERTA--(Marketwired - Oct. 28, 2013) -

Not for distribution to U.S. news wire services or dissemination in the United States.

DirectCash Payments Inc. (TSX:DCI) ("DirectCash" or the "Corporation") today announced that it has negotiated the following.

  • Share purchase agreement for the strategic acquisition of Threshold Financial Technologies Inc. ("Threshold"), a business operating Credit Union and Financial Institution transaction processing services, ATM outsourcing and their own 1,475 ATMs in Canada
  • Amendment to its existing Credit Agreement to provide greater operational flexibility
  • $15 million bought deal equity financing
  • A Canadian vault cash rental agreement for ATM cash supply with a major Canadian financial institution

DirectCash has today signed a share purchase agreement with Brink's Canada Limited, a subsidiary of The Brink's Company, to acquire all of the issued and outstanding shares of Threshold, a business operating credit union and financial institution transaction processing services, ATM outsourcing and its own ATMs in Canada, for $50 million, subject to certain customary closing purchase price adjustments (the "Acquisition"). Threshold's operations add a highly strategic, complementary business in the payments processing space that is expected to be accretive on a cash flow per share basis to DirectCash shareholders in the first full year following the transaction. The Board of Directors of DirectCash has unanimously approved the Acquisition and the parties are working towards closing the transaction on November 1, 2013. The closing date may be adjusted by the parties in accordance with the terms of the share purchase agreement and the status of the conditions precedent to closing set out therein.

In order to increase its ongoing operational and financial flexibility, in conjunction with the transaction, DirectCash has negotiated with its lending syndicate to amend its existing Credit Agreement and has negotiated terms of a Canadian vault cash rental agreement for ATM cash supply with a major Canadian financial institution.

DirectCash believes the integration of Threshold's core credit union and financial institution business will strengthen its strategic position in the payments business and position DirectCash as one of Canada's leading independent providers of end-to-end transaction processing and payment solutions. In addition, the transaction adds an additional 1,475 ATMs to the DirectCash network in Canada.

Jeffrey Smith, DirectCash's President and Chief Executive Officer said, "we are very excited about this acquisition as it will bolster our core ATM business in Canada and gives us a significant presence in the highly strategic credit union and financial institution ATM and payments processing services segment. Threshold is a very high-quality operator with attractive contracts in place, a top-tier customer base and good management. We believe that the credit union and financial institution business will strategically position the Corporation within the Canadian payments space as a leading end-to-end transaction processing provider."

About Threshold

Threshold is a full service integrated solution provider of comprehensive and innovative payments processing and ATM managed services solutions. Threshold specializes in ATM network management and the provision of payments processing services to credit unions, financial institutions and major retailers across Canada. Threshold has two primary business segments, one that caters to credit unions and other financial institutions (the "CUFI Business") and a non-bank ATM business (the "Non-Bank ATM Business").

About the CUFI Business:

Threshold provides switch and transaction processing services and other managed services to credit unions and financial institutions across Canada. The end-to-end payment solutions provided by Threshold to the credit unions and financial institutions enables those credit unions and financial institutions to outsource their debit and ATM card processing and compete with services similar to those offered by larger banks. The CUFI Business services are broadly comprised of transaction switching services, card provisioning, payments processing, reporting and settlement, fraud management, ATM Cash Management, ATM Fleet Management and project-based consulting services.

About the Non-Bank ATM Business:

The Non-Bank ATM Business of Threshold consists of approximately 1,475 retail non-bank ATMs owned and operated under the "LaserCash" brand as well as ATMs managed on behalf of gaming and major retail clients in Canada.

Threshold entered the Canadian payments industry in 1998, and has proven itself as a center of excellence in delivering a wide array of best-in-class payments and ATM solutions. In addition to providing managed solutions, Threshold owns and operates a nationwide private label ATM network. Additionally, Threshold operates THE EXCHANGE® network in Canada, a shared surcharge-free ATM network comprised of over 200 financial institutions.

Acquisition Highlights

Addition of a highly strategic complementary business with long-term contractual relationships

  • Threshold's CUFI Business enhances DirectCash's core ATM and payments processing business and provides an opportunity for DirectCash to diversify its business mix within the payments processing space
  • Threshold has long-term and long-standing contractual relationships with over 70 Canadian credit union and financial institution customers
  • Significant intellectual property portfolio of payments processing technologies

Attractive opportunity to grow DirectCash's core ATM business in Canada

  • Adds ~1,475 retail non-bank ATMs and ~1,100 financial institution ATMs
  • Processes over 300 million transactions annually
  • Enhances DirectCash's team with the addition of Threshold's strong operator capabilities

Financially attractive to DirectCash

  • Expected to be accretive to DirectCash's cash flow per share in the first full year following the acquisition
  • Provides incremental operational leverage
  • Contractual nature of the CUFI Business provides predictable cash flow streams

The Acquisition will be funded through borrowing under DirectCash's existing revolving credit facility.

Amendments to Credit Agreement

In conjunction with the Acquisition, DirectCash has negotiated the terms of a series of amendments to its existing credit agreement (the "Credit Agreement Amendment"). The proposed Credit Agreement Amendment is anticipated to provide DirectCash with additional operational flexibility and to facilitate the proposed Acquisition. Pursuant to the proposed Credit Agreement Amendment, DirectCash will be required to comply with the following financial covenants, set forth below.

Covenant Required Level
Senior Secured Debt Leverage Covenant ≤ 2.25x*
* Steps down to 2.0x January 1, 2016.
Total Debt Leverage Covenant ≤ 3.5x
Fixed Charge Coverage Ratio ≥ 1.25x*
* Steps up to 1.35x January 1, 2015.

The Credit Agreement Amendment has received the necessary approvals from the lending syndicate and remains subject to execution by the parties of final documentation which is expected to take place prior to the end of November 2013.

Bought Deal Financing

DirectCash has entered into an agreement to sell to a syndicate of underwriters (the "Underwriters") led by BMO Capital Markets, on a bought deal basis, 950,000 common shares (the "Common Shares") to be issued at a price of $16.00 per share for gross proceeds of $15,200,000 (the "Financing"). The net proceeds of the offering will be used by the Corporation to repay indebtedness. The Common Shares will be offered by way of a short-form prospectus in all provinces of Canada, excluding Quebec, and such other jurisdictions as DirectCash and the Underwriters may agree. Closing of this Financing is expected to occur on or about November 15, 2013, subject to certain conditions including, without limitation, the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Canadian Vault Cash Rental Agreement

DirectCash has negotiated the terms of an unsecured vault cash rental agreement (the "Vault Cash Rental Agreement") with a major Canadian financial institution ("Vault Cash Provider") for up to $100 million, subject to certain conditions including final documentation, which is expected to be signed concurrent with the closing of the Acquisition. The establishment of a Canadian Vault Cash Rental Agreement will allow DirectCash to fill their Canadian ATM fleet by effectively renting cash from the Vault Cash Provider, similar to their existing operations in Australia and the United Kingdom. The Vault Cash Rental Agreement is a natural operational transition that allows DirectCash to ensure the continued growth of their ATM business at more attractive financial terms than is available under their existing credit facilities.

Advisors and Counsel

BMO Capital Markets acted as sole financial advisor to DirectCash in regards to the acquisition of Threshold, and Burnet, Duckworth & Palmer LLP served as legal advisor.

About DirectCash

DirectCash is a Canadian public company traded on the Toronto stock exchange, with operations in Canada, the United Kingdom, Australia, New Zealand, and Mexico. With a full service payments offering, DirectCash has grown to be the largest branded ATM provider in Canada, the largest non-bank branded ATM provider in Australia(1), and the second largest branded ATM provider in the United Kingdom(2) operating in excess of 20,000 ATMs worldwide. In addition to the fleet of ATMs and associated services, DirectCash is a leading provider of branded non-financial institution debit terminals and prepaid card products in Canada and operates a full service transaction processing switch for Interac and other payment card network transactions in Canada.

Additional information about DirectCash, including DirectCash's Annual Information Form and other public filings is available on SEDAR (www.sedar.com) and on the DirectCash's website (www.directcash.net).

Forward-looking Statements

In the interest of providing DirectCash's shareholders and potential investors with information regarding DirectCash, including management's assessment of the future plans and operations of DirectCash, certain statements contained in this news release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the following: expectations of management regarding the proposed Acquisition, including the timing of completion of the Acquisition, the Financing, the Credit Agreement Amendment and the Vault Cash Rental Agreement. DirectCash's expectation to expand into the CUFI Business as a result of the Acquisition, the expected effects of the cash-flow associated with the Acquisition, potential synergies resulting from the Acquisition, the expected closing date of the Financing and the finalization of the Vault Cash Rental Agreement.

With respect to forward-looking statements contained in this news release, DirectCash has made assumptions regarding, among other things: the timing of receipt of required approvals for the Acquisition; the ability of DirectCash to execute and realize on the anticipated benefits of the Acquisition; timing of closing and regulatory approvals for the Financing; that the Credit Agreement Amendment and Vault Cash Rental Agreement with the Vault Cash Provider will be completed on terms and conditions reasonably satisfactory to DirectCash, or at all; results of operations; performance; business prospects and opportunities; DirectCash's ability to access capital, obtaining the necessary regulatory approvals, including the approval of the TSX and satisfaction of the other conditions to closing the Acquisition, the Financing and/or the Credit Agreement Amendment and the Vault Cash Rental Agreement with the Vault Cash Provider.

Although DirectCash believes that the expectations reflected in the forward looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause DirectCash's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Acquisition Financing or the Credit Agreement Amendment and the Vault Cash Rental Agreement with the Vault Cash Provider may not close when planned or at all or on the terms and conditions set forth herein; the failure of DirectCash and/or Threshold to obtain the necessary third party approvals required in order to proceed with the Acquisition; the failure of DirectCash to obtain all necessary regulatory and third party approvals (including the TSX) for the Financing; the failure of DirectCash to close on the Credit Agreement Amendment and the Vault Cash Rental Agreement with the Vault Cash Provider on terms and conditions satisfactory to the Corporation, or at all; incorrect assessment of the value of the Acquisition; failure to realize the anticipated benefits and synergies of the Acquisition and/or previous acquisitions; the general economic conditions in Canada, the U.S. and globally; and the other factors described under "Risk Factors" in DirectCash's most recently filed Annual Information Form available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, DirectCash does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

(1) Through its wholly owned, indirect subsidiary, DC Payments Australasia Pty Ltd

(2) Through its wholly owned, indirect subsidiary, DC Payments UK Limited

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