UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREGIN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2014
Commission File Number: 001-34760
THE CASH STORE
FINANCIAL SERVICES INC.
(Translation of registrant's name into English)
15511-123 Avenue
Edmonton, Alberta, Canada T5V 0C3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): o
DISCLAIMER
Cash Store Financial is a Canadian corporation that is not affiliated
with Cottonwood Financial Ltd., or the outlets Cottonwood Financial Ltd. operates in the United States under the name “Cash
Store.” Cash Store Financial does not do business under the name “Cash Store” in the United States
and does not own or provide any consumer lending services in the United States.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
THE CASH STORE FINANCIAL SERVICES INC. |
| Date: October 27, 2014 |
|
|
| |
By: |
/s/ Craig Warnock |
| |
|
Craig Warnock
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Material Change Report - Sept. 30, 2014 |
| 99.2 |
|
Material Change Report - Oct. 9, 2014 |
| 99.3 |
|
Material Change Report - Oct. 15, 2014 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
The Cash Store Financial Services Inc. (“Cash
Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 Date of Material Change
September 30, 2014
Item 3 News Release
The news release with respect to the material
change referred to in this report was disseminated via Canada Newswire on September 30, 2014 and filed on the system for electronic
document analysis and retrieval (SEDAR).
Item 4 Summary of Material Change
Cash Store Financial Obtains Stay Extension
and Additional DIP Financing
Item 5.1 Full
Description of Material Change
See attached Schedule “A”.
Item 5.2 Disclosure for Restructuring Transactions
Not Applicable
Item 6 Reliance on subsection 7.1(2) or (3) of
National Instrument 51-102
Not Applicable
Item 7 Omitted Information
Not Applicable
Item 8 Executive Officers
William Aziz,
Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Item 9 Date of Report
October 27, 2014
SCHEDULE “A”
NEWS RELEASE
September 30, 2014
Cash Store Financial Obtains Stay Extension
and Additional DIP Financing
EDMONTON, Sept.
30, 2014 /CNW/ - The Cash Store Financial Services Inc. ("Cash Store Financial" or the "Company")
announces that it has obtained an order from the Ontario Superior Court of Justice (Commercial List) ("the Court") granting
a stay extension under its current Companies' Creditors Arrangement Act ("CCAA") proceedings to November 28, 2014.
The
Court also authorized the Company and its subsidiaries to enter into a further amendment to its amended and restated debtor-in-possession
("DIP") financing agreement ("Further Amended DIP Agreement") pursuant to which an additional loan in the aggregate
amount of $5 million will be available to the Company. In addition, the Further Amended
DIP Agreement permits the Company to use $1.3 million of tax refunds to fund operations,
rather than to make an immediate repayment to the DIP lenders. The amounts made available under the Further Amended DIP Facility
are required in order to continue going concern operations and attempt to complete a sale of the Company's business pursuant to
the Court-approved Sale Process, under which prospective purchasers have had the opportunity to submit a bid for the Company's
property.
Discussions
and negotiations with potential bidders are ongoing under the Sales Process. The Further Amended DIP Agreement will provide the
necessary liquidity throughout the stay extension to continue to negotiate a sale transaction to achieve a value maximizing going
concern outcome.
The
Court also today approved the Ninth Report of the Monitor, FTI Consulting Canada Inc., dated August 6, 2014.
A copy of this report, as well as other orders of the Court, including details on the sales process, as well as other details regarding
the Company's CCAA proceedings is available on the Monitor's website athttp://cfcanada.fticonsulting.com/cashstorefinancial.
Cash
Store Financial remains open for business and will continue to provide updates on its restructuring and the Cash Store Sale Process
as matters advance.
About
Cash Store Financial
Cash
Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services
to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides private-label
debit cards.
Cash
Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial
Ltd. operates in the United States under the name "Cash Store". Cash Store
Financial does not do business under the name "Cash Store" in the United States and
does not own or provide any consumer lending services in the United States.
Forward
Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial
conditions, results of operations and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking
and are subject to important risks, uncertainties and assumptions. These statements are based on our current expectations
about our business, and upon various estimates and assumptions. The results or events predicted in these forward-looking
statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect our business,
or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described
in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause our results
to differ materially from our current expectations, include, but are not limited to, any decision of the Ontario Superior Court
of Justice in the CCAA proceedings that is adverse to Cash Store Financial, the inability of Cash Store Financial to fulfill the
conditions to funding under any Debtor-in-Possession ("DIP") financing agreement entered into by Cash Store Financial,
and other factors that could affect Cash Store Financial's ability to continue its operations during the CCAA proceeding, including
the factors that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the
year ended September 30, 2013 dated December 11, 2013 filed
by The Cash Store Financial with the Canadian securities commissions (available on SEDAR at http://www.sedar.com),
as updated in our most recent Management's Discussion and Analysis for the three months ended December 31, 2013.
Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even if new information
becomes available, as a result of future events or for any other reason.
For
further information: William Aziz, Chief Restructuring Officer, baziz@bluetreeadvisors.com;
Media: Joel Shaffer, Longview Communications, 416-649-8006
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
The Cash Store Financial Services Inc. (“Cash
Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 Date of Material Change
October 9, 2014
Item 3 News Release
The news release with respect to the material
change referred to in this report was disseminated via Canada Newswire on October 9, 2014 and filed on the system for electronic
document analysis and retrieval (SEDAR).
Item 4 Summary of Material Change
Cash Store Financial Enters Into Sale Agreement
with National Money Mart Company
Item 5.1 Full
Description of Material Change
See attached Schedule “A”.
Item 5.2 Disclosure for Restructuring Transactions
Not Applicable
Item 6 Reliance on subsection 7.1(2) or (3) of
National Instrument 51-102
Not Applicable
Item 7 Omitted Information
Not Applicable
Item 8 Executive Officers
William Aziz,
Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Item 9 Date of Report
October 27, 2014
SCHEDULE “A”
NEWS RELEASE
October 9, 2014
Cash Store
Financial Enters Into Sale Agreement with National Money Mart Company
EDMONTON,
AB, Oct. 9, 2014 /CNW/ - The Cash Store Financial Services Inc. ("Cash Store Financial" or the "Company")
announced today that it has entered into a binding agreement (the "Agreement") to sell a portion of its business and
assets (the "Transaction") to National Money Mart Company ("Money Mart").
Money
Mart submitted its proposal in accordance with Cash Store Financial's Court-approved sale process under the Companies' Creditors
Arrangement Act (the "Sale Process").
Cash
Store Financial's Chief Restructuring Officer and Rothschild Inc., the Company's financial advisor, in consultation with the CCAA
Court-appointed Monitor, FTI Consulting Canada Inc. (the "Monitor"), have determined that the bid submitted by Money
Mart was the most favourable bid received, and was therefore selected pursuant to the terms of the Sale Process.
The
Agreement and the completion of the Transaction remain subject to Court approval in Canada, certain regulatory approvals
and the satisfaction of certain closing conditions customary to transactions of this nature.
The
current expectation is that the transaction will be completed by late 2014 or early 2015, following court and regulatory approval.
Cash Store Financial will provide further updates on the process in due course as the necessary approvals are obtained and the
Transaction is finalized.
In
the interim, Cash Store will continue to operate its business as usual.
Further
details regarding the Transaction, along with other details regarding the Company's Companies' Creditors Arrangement Act proceedings,
are available on the Monitor's website athttp://cfcanada.fticonsulting.com/cashstorefinancial. The Company will continue
to provide updates on its restructuring and the Transaction as matters advance.
About
Cash Store Financial
Cash
Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services
to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides private-label
debit cards.
Cash
Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial
Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own or provide any consumer lending services
in the United States.
Forward
Looking Statements:
This
news release contains certain forward-looking statements about the objectives, strategies, financial conditions, results of operations
and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking and are subject to important
risks, uncertainties and assumptions. In particular, statements about the proposed Transaction between Cash Store Financial and
National Money Mart Company, including any expected timetable to closing, the receipt of any court or other approvals, the anticipated
outcomes of the Transaction described above and any other statements about Cash Store Financial or National Money Mart Company's
future expectations, goals, beliefs or prospect are forward looking information. These statements are based on our current expectations
about our business, and upon various estimates and assumptions. Significant and reasonably foreseeable factors that could
cause our results to differ materially from our current expectations, include, but are not limited to, the inability of Cash Store
Financial to obtain court approval or Competition Bureau approval of the Transition or the inability to obtain such approvals
on the expected terms or schedule, the inability to obtain any other regulatory approval of the Transaction, the inability to
satisfy any conditions to the completion of the Transaction, the inability of Cash Store Financial to fulfill the conditions to
funding under any Debtor-in-Possession ("DIP") financing agreement entered into by Cash Store Financial, any decision
of the Ontario Superior Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial and other factors that
could affect Cash Store Financial's ability to continue its operations during the CCAA proceeding, including the factors that
are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the year ended September
30, 2013 dated December 11, 2013 filed by The Cash Store Financial with the Canadian securities commissions (available
on SEDAR at http://www.sedar.com), as updated in our most recent Management's Discussion and Analysis for the three months
ended December 31, 2013. The results or events predicted in these forward-looking statements may differ materially from actual
results or events if known or unknown risks, trends or uncertainties affect our business, or if our estimates or assumptions turn
out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement
will materialize. Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even
if new information becomes available, as a result of future events or for any other reason.
For
further information:
William
Aziz
Chief
Restructuring Officer
baziz@bluetreeadvisors.com
Media:
Joel Shaffer
Longview
Communications
416-649-8006
Cash
Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services
to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides private-label
debit cards.
Cash
Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial
Ltd. operates in the United States under
the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the
United States and does not own or provide any consumer lending services in the United
States.
Forward
Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial
conditions, results of operations and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking
and are subject to important risks, uncertainties and assumptions. These statements are based on our current expectations
about our business, and upon various estimates and assumptions. The results or events predicted in these forward-looking
statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect our business,
or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances
described in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause
our results to differ materially from our current expectations, include, but are not limited to, any decision of the Ontario Superior
Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial, the inability of Cash Store Financial to fulfill
the conditions to funding under any Debtor-in-Possession ("DIP") financing agreement entered into by Cash Store Financial,
and other factors that could affect Cash Store Financial's ability to continue its operations during the CCAA proceeding, including
the factors that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the
year ended September 30, 2013 dated December 11, 2013 filed
by The Cash Store Financial with the Canadian securities commissions (available on SEDAR at http://www.sedar.com),
as updated in our most recent Management's Discussion and Analysis for the three months ended December 31, 2013.
Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even if new information
becomes available, as a result of future events or for any other reason.
For
further information: William Aziz, Chief Restructuring Officer, baziz@bluetreeadvisors.com;
Media: Joel Shaffer, Longview Communications, 416-649-8006
Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
The Cash Store Financial Services Inc. (“Cash
Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 Date of Material Change
October 15, 2014
Item 3 News Release
The news release with respect to the material
change referred to in this report was disseminated via Canada Newswire on October 15, 2014 and filed on the system for electronic
document analysis and retrieval (SEDAR).
Item 4 Summary of Material Change
Cash Store Financial Transaction Receives Court
Approval
Item 5.1 Full
Description of Material Change
See attached Schedule “A”.
Item 5.2 Disclosure for Restructuring Transactions
Not Applicable
Item 6 Reliance on subsection 7.1(2) or (3) of
National Instrument 51-102
Not Applicable
Item 7 Omitted Information
Not Applicable
Item 8 Executive Officers
William Aziz,
Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Item 9 Date of Report
October 27, 2014
SCHEDULE “A”
NEWS RELEASE
October 15, 2014
Cash Store Financial Transaction Receives Court Approval
EDMONTON, October 15, 2014 – The
Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”) announced today that the Ontario
Superior Court of Justice (Commercial List) has approved the binding agreement (the “Agreement”) for Cash Store Financial
to sell a portion of its business and assets (the “Transaction”) to National Money Mart Company, as announced on October
9, 2014.
The Agreement and the completion of the Transaction
remain subject to certain regulatory approvals and satisfaction of certain customary closing conditions. The current expectation
remains that the Transaction will be completed by late 2014 or early 2015, following regulatory approval. Cash Store Financial
will continue to provide updates as the necessary approvals are obtained and the Transaction is finalized. In the interim, the
Company will continue to operate its business as usual.
Further details regarding the Transaction,
along with other details regarding the Company’s Companies’ Creditors Arrangement Act proceedings, are available on
the Monitor’s website at http://cfcanada.fticonsulting.com/cashstorefinancial. Cash Store
Financial will continue to provide updates on its restructuring and the Transaction as matters advance.
About Cash Store Financial
Cash Store Financial and Instaloans primarily
act as lenders to facilitate short-term advances and provide other financial services to income-earning consumers who may not be
able to obtain them from traditional banks. Cash Store Financial also provides private-label debit cards.
Cash Store Financial is a Canadian corporation
that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under
the name “Cash Store”. Cash Store Financial does not do business under the name “Cash Store” in the United
States and does not own or provide any consumer lending services in the United States.
For further information, please contact:
William Aziz
Chief Restructuring Officer
baziz@bluetreeadvisors.com
Media:
Joel Shaffer
Longview Communications
416-649-8006
Forward Looking Statements:
This news release contains certain forward-looking
statements about the objectives, strategies, financial conditions, results of operations and businesses of Cash Store Financial.
Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions.
In particular, statements about the proposed Transaction between Cash Store Financial and National Money Mart Company, including
any expected timetable to closing, the receipt of any regulatory approvals, the anticipated outcomes of the Transaction described
above and any other statements about Cash Store Financial or National Money Mart Company’s future expectations, goals, beliefs
or prospect are forward looking information. These statements are based on our current expectations about our business, and upon
various estimates and assumptions. Significant and reasonably foreseeable factors that could cause our results to differ materially
from our current expectations, include, but are not limited to, the inability of Cash Store Financial to obtain any regulatory
approvals in respect of the Transition or the inability to obtain such approvals on the expected terms or schedule, the inability
to satisfy any conditions to the completion of the Transaction, the inability of Cash Store Financial to fulfill the conditions
to funding under any Debtor-in-Possession (“DIP”) financing agreement entered into by Cash Store Financial, any decision
of the Ontario Superior Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial and other factors that
could affect Cash Store Financial’s ability to continue its operations during the CCAA proceeding, including the factors
that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the year ended
September 30, 2013 dated December 11, 2013 filed by The Cash Store Financial with the Canadian securities commissions (available
on SEDAR at http://www.sedar.com), as updated in our most recent Management's Discussion and Analysis
for the three months ended December 31, 2013. The results or events predicted in these forward-looking statements may differ materially
from actual results or events if known or unknown risks, trends or uncertainties affect our business, or if our estimates or assumptions
turn out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement
will materialize. Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even
if new information becomes available, as a result of future events or for any other reason.
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