Item 1.01 - Entry into a Material Definitive Agreement
On June 9, 2021 (the "Closing Date"), EZCORP, Inc. (the "Company") completed the
acquisition of 128 pawn stores in Mexico operating under the name "Cash Apoyo
Efectivo." The acquisition was completed pursuant to an Equity Interest Purchase
Agreement (the "Purchase Agreement"), which was executed and delivered on the
Closing Date. The parties to the Purchase Agreement are EZPAWN Management
Mexico, S. de R.L. de C.V. and EZPAWN Services Mexico, S. de R.L. de C.V., two
indirect wholly-owned subsidiaries of the Company (the "Buyers"); Gabriel Rafael
Mondragón Mondragón and Ana Dolores Negrete Culbert (the "Sellers"); and PLO del
Bajio, S. de R.L. de C.V. (the "Acquired Company").
Under the terms of the Purchase Agreement, the Sellers agreed to sell, and the
Buyers agreed to purchase, 100% of the equity interests in the Acquired Company
for an initial purchase price of $33.8 million. The initial purchase price
•$17.3 million in cash;
•212,879 shares of the Company's Class A Non-Voting Common Stock, valued at $1.6
million, consisting of registered shares from the Company's shelf registration
statement on Form S-4; and
•Repayment of $14.9 million of the Acquired Company's existing debt.
The Sellers will be entitled to receive additional "earn-out" payments of up to
$4.6 million over the first two years following the Closing Date so long as the
aggregate pawn portfolio balance of the acquired stores reaches specified
levels. The Company will have the option of paying up to 50% of the earn-out
payments in the form of Class A Non-Voting Common Stock.
The Purchase Agreement contains customary representations and warranties. Most
of those representations and warranties survive for a period of one year
following the Closing Date, but certain fundamental representations and tax
representations survive for a period of five years. The Sellers have agreed to
indemnify the Buyers for breaches of such representations and warranties, and
the Company withheld $2.0 million of the initial purchase price as a contingency
fund to secure the Seller's indemnification obligations. Absent breaches of
representations and warranties that trigger such indemnification obligations,
the contingency fund will be released to the Sellers primarily over a period of
one year following the Closing Date, with a smaller portion being held for up to
The Sellers have agreed that, for a period of three years following the Closing
Date, neither they nor any of their affiliates will (a) engage in any
competitive business within 10 kilometers of any of the Company's existing
locations or (b) solicit or hire any of the Company's existing employees.
The transaction was approved by the Mexican Comisión Federal de Competencia
Económica (Federal Economic Competition Commission) prior to the Closing Date.
Item 7.01 - Regulation FD Disclosure
On June 9, 2021, the Company issued a press release announcing the completion of
the Cash Apoyo Efectivo acquisition. A copy of that press release is included as
Exhibit 99.1 to this report.
Item 9.01 - Financial Statements and Exhibits
99.1 Press release, dated June 9, 2021, announcing the acquisition of 128 Cash Apoyo
Efectivo stores in Mexico .
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