FirstCash, Inc. (NasdaqGS:FCFS) entered into a Business Combination Agreement to acquire American First Finance Inc. from AFF Services, Inc., Doug Rippel and others for approximately $1.5 billion on October 27, 2021. Under the terms of the agreement, FirstCash will acquire 100% of the outstanding equity interests of American First Finance, for a consideration at closing consisting of approximately 8.05 million shares of common stock and $406 million in cash, subject to adjustment for AFF's net debt at closing and certain other items. In addition to the closing purchase price, as noted above, the seller has the potential to receive up to an additional $300 million pursuant to an earnout if AFF meets certain adjusted EBITDA targets through the 2022 and first half of 2023. As of December 6, 2021, FirstCash entered into an amended agreement to acquire American First Finance and as per it additional $75 million will be paid as contingent consideration which will be payable based on the Company's stock performance through February 28, 2023. At closing, the existing shares of FirstCash stock will automatically convert on a one-for-one basis into shares of common stock of the new FirstCash parent company. Upon completion of the transaction, Rippel and his affiliates will control approximately 16.6% of the outstanding shares of the new FirstCash parent company and existing FirstCash shareholders will control the remaining 83.4%. The cash portion of the transaction will be funded through a combination of cash on hand and debt financing. As of December 9, 2021, FirstCash announced that it has upsized and priced its previously announced private offering of $550 million in aggregate principal amount of senior notes due 2030, the proceeds of which will be used to finance the acquisition. Pursuant to the Agreement, American First Finance will merge as a direct wholly owned subsidiary of FirstCash. As part of the transaction, FirstCash will form a new parent company, which will assume FirstCash's listing on the Nasdaq and maintain the “FCFS” ticker symbol. AFF generated revenues of approximately $350 million in 2020. Following the close of the transaction, AFF will operate as a separate Dallas-based business unit within FirstCash led by Howard Hambleton, AFF's President and Chief Executive Officer, and the rest of its current management team and Doug Rippel will be looking forward to being a significant shareholder and joining the FirstCash Board of Directors to help guide our combined company going forward.

The transaction is subject to the satisfaction of customary closing conditions and receipt of regulatory approvals, including HSR Clearance, registration rights agreement and NASDAQ Listing. The transaction has been unanimously approved by FirstCash's Board of Directors As of December 13, 2021, FirstCash, has received all required antitrust, regulatory and other third party approvals for the closing of the Acquisition. The transaction is expected to close in late 2021 or early first quarter of 2022. As of December 13, 2021 FirstCash expects to close the Acquisition on or around December 17, 2021. The transaction is expected to be approximately 15% accretive to adjusted earnings per share in 2022, with further accretion expected in 2023. Adjusted EBITDA accretion is projected to be approximately 30% in 2022. FirstCash expects to continue generating significant free cash flows and will remain focused on long-term shareholder returns through further investment in its core domestic and international pawn business, while also accelerating AFF's growth.

Jefferies LLC and Comstock Capital & Advisory Group acted as financial advisors and Kyle G. Healy, Justin R. Howard, Mitchell L. Griffith, Brian D. Harvel, John C. Redding, Lisa M. Lanham, Amy S. Mushahwar, Ross M. Speier, Brett E. Coburn, Blake C. MacKay, Sam K. Kaywood, Jr., John B. Shannon and John Snyder of Alston & Bird LLP acting as legal advisors to FirstCash. Bruce Miller, Patrick Allen, Blair Farinholt and Nick Bellmann of Stephens Inc. acted as financial advisors and Erik Belenky of King & Spalding LLP is acting as legal advisor to American First Finance Inc.

FirstCash, Inc. (NasdaqGS:FCFS) completed the acquisition of American First Finance Inc. from AFF Services, Inc., Doug Rippel and others on December 16, 2021. In connection with the completion of the transaction, effective December 16, 2021, the company completed its holding company reorganization.