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DFC Global Corp. – ‘PREM14A’ for 4/30/14

On:  Friday, 4/18/14, at 5:29pm ET   ·   For:  4/30/14   ·   Accession #:  1193125-14-149223   ·   File #:  0-50866

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/14  DFC Global Corp.                  PREM14A     4/30/14    1:1.2M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML   1.16M 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a party other than the Registrant  ¨

Check the appropriate box:

DFC Global Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION

[—], 2014

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of DFC Global Corp., a Delaware corporation (“DFC Global”), to be held at                                         , on                     , 2014, at      [a.m.][p.m.], Eastern Time.

At the special meeting, you will be asked to consider and adopt an Agreement and Plan of Merger, dated as of April 1, 2014, among LSF8 Sterling Parent, LLC, a Delaware limited liability company (“Parent”), LSF8 Sterling Merger Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser,” and together with Parent, the “Purchaser Parties”), and DFC Global (as the same may be amended from time to time, the “merger agreement”). Pursuant to the merger agreement, Purchaser will be merged with and into DFC Global (the “merger”), with DFC Global surviving the merger as a wholly owned subsidiary of Parent. Upon completion of the merger, each issued and outstanding share of DFC Global common stock will be converted into the right to receive $9.50 in cash, other than (i) shares held in the treasury of DFC Global or owned, directly or indirectly, by the Purchaser Parties or their affiliates or by any wholly owned subsidiary of DFC Global, which will be cancelled without any payment, and (ii) shares held by any stockholder who properly perfects appraisal rights under Delaware law.

DFC Global’s board of directors (the “Board”) formed a special committee consisting of three independent and disinterested directors (the “Special Committee”) to facilitate the Board’s evaluation of whether a sale of DFC Global would be in the best interests of DFC Global and its stockholders, to facilitate the Board’s evaluation of all proposals which may be made with respect to a possible sale of DFC Global and to control and direct the negotiation of the terms and conditions of any such proposals, subject to Board approval. The Board, unanimously and acting upon the unanimous recommendation of the Special Committee, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, DFC Global and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) determined to recommend that the stockholders of DFC Global vote to adopt the merger agreement. Accordingly, the Board unanimously recommends that stockholders vote “FOR” the adoption of the merger agreement. The Board also unanimously recommends that stockholders vote “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, as disclosed under “The Merger — Potential Change of Control Payments to Named Executive Officers” in the accompanying proxy statement, as required by rules adopted by the Securities and Exchange Commission (the “SEC”). The Board also unanimously recommends that stockholders vote “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

In considering the recommendation of the Board, you should be aware that some of DFC Global’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of the stockholders generally.

We encourage you to read the accompanying proxy statement carefully as it sets forth the specifics of the merger and other important information related to the merger. In addition, you may obtain information about us from documents filed with the SEC.

Regardless of the number of shares of DFC Global common stock that you own, your vote is very important. Under Delaware law, the merger cannot be completed unless holders of at least a majority of the issued and outstanding shares of DFC Global common stock vote in favor of the adoption of the merger agreement. If you fail to vote or abstain from voting on the merger agreement, the effect will be the same as a vote “AGAINST” adoption of the merger agreement.

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We hope that you will be able to attend the special meeting. However, whether or not you plan to attend in person, please complete, sign, date and return the accompanying proxy card in the enclosed postage prepaid envelope as promptly as possible. You also may submit a proxy by using the toll-free telephone number or by accessing the Internet website specified on your proxy card.

Thank you for your attention to this important matter.

Sincerely,

Jeffrey A. Weiss

Chairman and Chief Executive Officer

The accompanying proxy statement is dated                     , 2014 and, together with the enclosed form of proxy, is first being mailed to stockholders on or about                     , 2014.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

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1436 LANCASTER AVENUE, SUITE 300

BERWYN, PA 19312

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD                     , 2014

We cordially invite you to attend a special meeting of the stockholders of DFC Global Corp., a Delaware corporation (“DFC Global”), to be held at                                         , on                     , 2014, at      [a.m.][p.m.], Eastern Time. The meeting is being held for the following purposes:

1. to approve the adoption of the Agreement and Plan of Merger, dated as of April 1, 2014, among LSF8 Sterling Parent, LLC, a Delaware limited liability company (“Parent”), LSF8 Sterling Merger Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser,” and together with Parent, the “Purchaser Parties”), and DFC Global (as the same may be amended from time to time, the “merger agreement”), pursuant to which Purchaser will be merged with and into DFC Global (the “merger”), with DFC Global surviving the merger as a wholly owned subsidiary of Parent;

2. to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, as disclosed under “The Merger — Potential Change of Control Payments to Named Executive Officers” in the accompanying proxy statement; and

3. to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

DFC Global’s board of directors (the “Board”) has fixed the close of business on                     , 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the meeting.

The Board formed a special committee consisting of three independent and disinterested directors (the “Special Committee”) to facilitate the Board’s evaluation of whether a sale of DFC Global would be in the best interests of DFC Global and its stockholders, to facilitate the Board’s evaluation of all proposals which may be made with respect to a possible sale of DFC Global and to control and direct the negotiation of the terms and conditions of any such proposals, subject to Board approval. The Board, unanimously and acting upon the unanimous recommendation of the Special Committee, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, DFC Global and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) determined to recommend that the stockholders of DFC Global vote to adopt the merger agreement. Accordingly, the Board unanimously recommends that stockholders vote “FOR” the adoption of the merger agreement. The Board also unanimously recommends that stockholders vote “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, and “FOR” any adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

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Your vote is very important. The merger cannot be completed unless holders of at least a majority of the issued and outstanding shares of DFC Global common stock vote in favor of the adoption of the merger agreement. Even if you plan to attend the special meeting in person, please complete, date, sign and return the enclosed proxy card to ensure that your shares will be represented at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. You also may submit your proxy by using the toll-free telephone number or by accessing the Internet website specified on your proxy card. Please note, however, that, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder prior to the special meeting. A broker, bank or other nominee cannot vote your shares on the merger without your express instructions.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. Even if you have voted by proxy, you may still vote in person if you attend the special meeting and withdraw your proxy.

The merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the merger agreement is included as Appendix A to the accompanying proxy statement.

By order of the Board,

Mark Prior

Senior Vice President,

General Counsel and Secretary

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SUMMARY TERM SHEET

This summary term sheet summarizes selected information contained elsewhere in this proxy statement, but may not contain all of the information that is important to you. DFC Global urges you to read the entire proxy statement carefully, including the attached appendices. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic in this proxy statement.

The Parties to the Merger (page 18)

DFC Global Corp.

DFC Global Corp. (“DFC Global,” the “Company,” “we,” “us” or “our”) is a Delaware corporation formed in 1990. DFC Global is a leading international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, the Czech Republic and the Republic of Ireland. The Company’s networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries.

The Purchaser Parties

LSF8 Sterling Parent, LLC (“Parent”) is a newly formed Delaware limited liability company. LSF8 Sterling Merger Company, LLC (“Purchaser”) is a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent. Both Purchaser and Parent (collectively, the “Purchaser Parties”) were created solely for the purpose of engaging in the transactions contemplated by the merger agreement. Neither Parent nor Purchaser has carried on any activities other than in connection with the merger. The Purchaser Parties are entities currently owned, directly or indirectly, by Lone Star Fund VIII (U.S.), L.P. (“Lone Star”) and its affiliates. Lone Star is a private equity fund affiliated with Lone Star Funds.

The address of the Purchaser Parties and Lone Star is 2711 North Haskell Avenue, Suite 1700, Dallas, TX 75204. The telephone number of the Purchaser Parties and Lone Star is (214) 754-8300.

Structure of the Merger (page 42)

The proposed acquisition of DFC Global is structured as a merger of Purchaser with and into DFC Global, with DFC Global surviving the merger as a wholly owned subsidiary of Parent.

Payment of the Merger Consideration (page 42)

Each outstanding share of DFC Global common stock (other than shares held by the Purchaser Parties or their affiliates, treasury shares and dissenting shares) will be converted into the right to receive $9.50 in cash, without interest and less any applicable withholding taxes (the “merger consideration”).

Treatment of Stock Options and Restricted Stock Units (page 59)

Each stock option (“option”) outstanding at the effective time of the merger to purchase DFC Global common stock granted under the Company’s 2005 Stock Incentive Plan and the 2007 Equity Incentive Plan (the “Company Stock Plans”) whether vested or unvested, will become fully vested and be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of: (i) $9.50, minus the applicable exercise price per share of the option; and (ii) the number of shares of DFC Global common stock subject to such option. If the exercise price per share of any such option is equal to or greater than $9.50, such option will be cancelled at the effective time of the merger without any cash payment being made in respect thereof.

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At the effective time of the merger, each restricted stock unit (“restricted stock unit”) granted under the Company Stock Plans that is outstanding immediately prior to the effective time will become fully earned and vested with respect to 100% of the shares of DFC Global common stock subject to the restricted stock unit and will be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of: (i) $9.50; and (ii) the number of shares of DFC Global common stock subject to such restricted stock unit.

Conditions to the Merger (page 70)

The respective obligations of the Purchaser Parties and DFC Global to effect the merger are subject to the satisfaction or valid waiver of certain customary conditions, including the adoption of the merger agreement by stockholders holding a majority of the outstanding shares of DFC Global common stock, the absence of any legal restraint or prohibition on the consummation of the merger, the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and under any non-U.S. antitrust or competition-related laws, the receipt of licensing related approvals from the regulatory authorities in certain U.S. states and foreign jurisdictions, the absence of specified actions by the U.K. Financial Conduct Authority (the “FCA”), the absence of the issuance of a report commissioned at the direction of the FCA finding a breach by DFC Global of certain regulatory requirements or of certain self-imposed limitations agreed in writing by DFC Global with the FCA (the absence of any such actions by the FCA and the absence of any such report are collectively referred to as the “FCA Conditions”), the accuracy of the representations and warranties contained in the merger agreement (subject to certain materiality qualifiers) and compliance by the parties with their respective undertakings and agreements under the merger agreement (subject to certain materiality qualifiers). In addition, the obligation of the Purchaser Parties to effect the merger is conditioned upon the absence of a material adverse change since the date of the merger agreement in DFC Global’s business, assets, condition (financial or otherwise) or results of operations of DFC Global and its subsidiaries, taken as a whole, or a material adverse change that materially impairs, or prevents or materially delays DFC Global from completing the merger.

Restrictions on Solicitations of Other Offers (page 64)

Pursuant to the merger agreement, DFC Global has agreed not to solicit or enter into discussions with any third party regarding a competing proposal while the merger is pending, and not to withdraw (or modify or qualify in any manner adverse to Parent or Purchaser) the approval of, or recommendation of the merger (a “change of Board recommendation”) by the Company’s board of directors (the “Board”). However, if a third party makes a bona fide unsolicited proposal for an alternative acquisition, which the Board determines to be, or to be reasonably expected to result in, a superior proposal, the Board may still approve or recommend such proposal if (i) the Board, after consultation with its outside legal adviser, determines in good faith that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties to DFC Global’s stockholders under applicable law, (ii) DFC Global provides Parent with prior written notice of such proposal and, if requested by Parent, engages in good faith negotiations with Parent during a four business day period to amend the merger agreement in a manner that would cause the other proposal to no longer constitute a superior proposal, and (iii) if the merger agreement is terminated and DFC Global enters into an acquisition agreement with respect to the other proposal, DFC Global pays the Purchaser Parties a termination fee. The termination fee is $13,254,500, except that if the proposal is received by DFC Global on or before April 21, 2014, and it is not otherwise withdrawn or terminated, the termination fee is $9,467,500. See “The Merger Agreement — Termination and Closing Failure Fee.” The terms “acquisition proposal” and “superior proposal” have the meanings given to them in “The Merger Agreement — Other Covenants Under the Merger Agreement.”

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Termination (page 72)

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after DFC Global’s stockholders have adopted the merger agreement:

Termination and Closing Failure Fee (page 73)

Payable by DFC Global

DFC Global must pay a termination fee to Parent:

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The termination fee will be $13,254,500, provided, however, that if both of the following events occur, the termination fee instead will be $9,467,500:

DFC Global has agreed to reimburse the Purchaser Parties’ out-of-pocket fees and expenses incurred in connection with the merger agreement, up to $3,787,000, if either DFC Global or Parent terminates the merger agreement because the merger agreement is not adopted by DFC Global’s stockholders at the special meeting or any adjournment or postponement thereof, under circumstances in which a termination fee is not payable by DFC Global to Parent as described above.

Payable by Parent

Parent must pay us a breakup fee of $22,722,000 if DFC Global terminates the merger agreement under circumstances where:

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; and

Specific Performance (page 75)

Subject to certain limitations, the merger agreement provides that the parties will be entitled to specific performance and injunctive and other equitable relief to enforce the merger agreement against a non-performing party, in addition to any other rights the parties have against the non-performing party, although DFC Global will not be entitled to receive both a grant of specific performance and any money damages, including all or any portion of the termination fee. In addition, DFC Global will be entitled to specific performance of Parent’s obligation to cause the funding of the equity financing described below and to consummate the merger only if certain conditions are met, including the satisfaction of all of the conditions to the consummation of the debt financing provided by the Debt Commitment Letter received by Parent from certain lenders (other than those conditions that by their nature are to be satisfied at the consummation of the merger).

Opinion of the Financial Advisor to the Company (page 32)

On April 1, 2014, Houlihan Lokey Capital, Inc., which we refer to as Houlihan Lokey, verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board, dated April 1, 2014), as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder of DFC Global or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise. See “The Merger — Opinion of the Financial Advisor to the Company.”

Recommendation of the Board of Directors (page 18)

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee (as defined in “The Merger — Opinion of the Financial Advisor to the Company”), the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board recommends that our stockholders vote “FOR” the proposal to adopt the merger agreement, “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, and “FOR” the adjournment proposal. See “The Merger — Background of the Merger” and “The Merger — Recommendation of the Board of Directors.”

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DFC Global’s Directors’ and Executive Officers’ Voting Intentions (page 50)

To DFC Global’s knowledge, each of DFC Global’s directors and executive officers intends to vote all shares of DFC Global common stock beneficially owned by such director or executive officer in favor of adoption of the merger agreement and each of the other proposals described below. DFC Global’s directors and executive officers had the power to vote              shares of DFC Global common stock as of April      2014, representing              of DFC Global’s outstanding common stock as of such date.

Certain Effects of the Merger (page 39)

If the merger is completed, DFC Global will become a private company wholly owned by Parent, and DFC Global’s stockholders will no longer have an equity interest in DFC Global, and will not participate in any of the future earnings of DFC Global, and instead will have only the right to receive the merger consideration or, in the case of stockholders who do not vote in favor of the adoption of the merger agreement and who properly demand and perfect appraisal rights, and do not withdraw or otherwise lose such rights, the right to receive the fair value of their shares as determined by the Delaware Court of Chancery. See “The Merger — Payment of the Merger Consideration and Surrender of Stock Certificates” and “The Merger — Appraisal Rights.”

After the merger, DFC Global common stock will no longer be listed or traded on the Nasdaq Stock Market (the “Nasdaq”). In addition, DFC Global will deregister its common stock under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

Merger Financing (page 43)

The Purchaser Parties estimate that approximately $1.3 billion in cash will be required to pay the aggregate merger consideration, to pay the cash amounts payable to holders of outstanding DFC Global stock options and restricted stock units, to refinance DFC Global’s indebtedness and to pay related fees and expenses. The Purchaser Parties anticipate that such funds will be obtained from debt and equity financings and from the unrestricted cash on hand of DFC Global.

Parent has entered into an equity commitment letter with Lone Star, dated April 1, 2014 (the “Equity Commitment Letter”), pursuant to which Lone Star has committed to contribute to Parent, at or prior to the closing of the merger, up to an amount equal to $750 million. On April 1, 2014, Parent received a binding debt commitment letter (the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”) from certain lenders pursuant to which the lenders have committed to provide (i) a senior secured bridge loan facility (the “Bridge Loan Facility”) in an aggregate principal amount of up to $750 million, and (ii) a $125 million senior secured asset-based revolving loan facility (the “Revolving Credit Facility” and, together with the Bridge Loan Facility, the “Debt Facilities”). The funding under these commitments is subject to certain conditions, including conditions that do not relate directly to the merger agreement. Although obtaining the proceeds of any financing, including the financing under the Commitment Letters, is not a condition to Parent’s obligation to complete the merger, the failure of Parent to obtain financing (whether under the Commitment Letters or otherwise) is likely to result in the failure of the merger to be completed.

In lieu of borrowing all or a portion of the Bridge Loan Facility, Parent or an affiliate is expected to issue senior secured notes (the “Senior Secured Notes”) in an aggregate principal amount of up to $750 million. Although the terms of the Senior Secured Notes remain subject to negotiation and market conditions, the indentures governing the notes are expected to contain certain customary covenants. The Senior Secured Notes will be offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act), or pursuant to another applicable exemption from the registration requirements of the Securities Act, in each case without any rights to registration under the Securities Act.

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Limited Guarantee (page 46)

Lone Star has provided us with a direct guarantee (the “Limited Guarantee”) of the full and prompt payment and performance of certain payment obligations of Parent and Purchaser arising under the merger agreement (including payment of the $22,722,000 termination fee) as limited pursuant to the terms of the merger agreement; provided that Lone Star’s liability under the Limited Guarantee will not exceed the sum of $22,722,000, the amount of certain payment obligations of Parent and Purchaser to reimburse DFC Global for expenses incurred in connection with providing assistance to Parent in connection with the debt financing, and the amount of any interest which may be payable under the merger agreement as a result of the late payment of the termination fee payable by Parent.

Interests of DFC Global’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest (page 46)

In considering the recommendations of the Board, you should be aware that certain of DFC Global’s directors and executive officers have interests in the transaction that are different from, or are in addition to, the interests of DFC Global’s stockholders generally. These interests relate to or arise from, among other things: (i) the fact that the executive officers of DFC Global may remain executive officers of the surviving corporation; (ii) the cash-out in the merger of all options (whether vested or unvested) to purchase shares of DFC Global common stock held by DFC Global’s directors and employees, including DFC Global’s executive officers; (iii) the conversion of all restricted stock units held by employees, including DFC Global’s executive officers, into the right to receive the merger consideration; and (iv) the right to continued indemnification and insurance coverage for directors and executive officers of DFC Global following the completion of the merger, pursuant to the terms of the merger agreement.

The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, as well as in making their recommendation that the stockholders of DFC Global vote to adopt the merger agreement.

Legal Matter Regarding the Merger (page 54)

Subsequent to the announcement of the merger, DFC Global was informed that a purported class action lawsuit has been filed by an alleged stockholder of DFC Global in the Delaware Court of Chancery. The defendants include DFC Global, all of its directors and the Purchaser Parties. The complaint generally alleges that, in connection with the merger, the members of the Board breached their fiduciary duties, and that the other defendants knowingly aided and abetted the alleged breaches. The complaint seeks an injunction against the consummation of the merger or, in the event that the merger is consummated, a rescission of the merger or rescissionary damages, and an award of attorneys’ fees and expenses. DFC Global believes that the complaint is without merit.

Regulatory Approvals (page 70)

Under the HSR Act, the merger may not be completed until notifications have been given and information furnished to the United States Department of Justice and the Federal Trade Commission and all statutory waiting period requirements have been terminated or expired. On April 11, 2014, the Purchaser Parties and DFC Global filed notification and report forms with respect to the merger under the HSR Act.

Pursuant to the terms of the merger agreement, the merger is also conditioned on the termination or expiration of the applicable waiting periods under any applicable non-U.S. antitrust or competition-related laws, and the receipt of any approval, consent, ratification, permission, waiver or authorization required under such non-U.S. antitrust or competition-related laws. The merger is subject to approval under the antitrust laws of Poland. The Purchaser Parties and DFC Global have submitted an application for approval in Poland and expect that the required approvals will be received prior to the closing of the merger.

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Pursuant to the terms of the merger agreement, the merger is also conditioned upon the receipt of certain licensing related approval, consent, ratification, permission, waiver or authorization required by certain U.S. states and foreign jurisdictions; provided, however, that no such approval shall be required with respect to (x) any one U.S. state or foreign nation that represented less than 1% of the revenue of the Company on a consolidated basis and (y) any group of U.S. states or foreign nations that collectively represented less than 2% of the revenue of the Company on a consolidated basis, in each of the case of clause (x) and clause (y) for the quarter ended December 31, 2013. The merger is subject to approval under the licensing laws of Alaska, Arizona, Louisiana, Virginia, Florida, Saskatchewan, Sweden and Finland. The Purchaser Parties and DFC Global expect that any required approvals will be received prior to the closing of the merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of DFC Global. Please refer to the more detailed information contained elsewhere in this proxy statement, the appendices attached to this proxy statement and the documents referred to in this proxy statement.

The Special Meeting

Voting and Proxy Procedures

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DFC Global has hired Okapi Partners LLC to assist in the solicitation of proxies. DFC Global’s directors, officers and employees may assist DFC Global in soliciting proxies, but will not be specifically compensated for their services. See “The Special Meeting — Proxy Solicitation.”

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the special meeting and all of your shares will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. However, if you submit a proxy card or provide proxy instructions by telephone or via the Internet and affirmatively elect to abstain from voting on one or more of the proposals, your proxy will be counted as present for the purpose of determining the presence of a quorum for the special meeting, but will not be voted on such proposals at the special meeting or at any adjournment or postponement thereof. As a result, your abstention(s) will have the same effect as voting “AGAINST” any proposals in respect of which you abstain.

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If your shares of DFC Global common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares in person at the special meeting.

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If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. See “The Special Meeting — Voting and Revocation of Proxies.”

Getting More Information

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Okapi Partners LLC

437 Madison Avenue, 28^th Floor

New York, NY 10022

Banks and Brokers Call: (212) 297-0720

All Others Call Toll Free: (855) 208-8901

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THE SPECIAL MEETING

Date, Time and Place

The special meeting of the stockholders of DFC Global will be held on                     , 2014, at     [a.m.][p.m.], Eastern Time, at                                         .

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

The votes on the Merger-Related Compensation Proposal and the Adjournment Proposal are separate and apart from the vote on the Merger Proposal. Accordingly, a stockholder may vote in favor of the Merger Proposal and vote not to approve the Merger-Related Compensation Proposal and/or the Adjournment Proposal (and vice versa).

A copy of the merger agreement is attached to this proxy statement as Appendix A. This proxy statement and the enclosed form of proxy are first being mailed to DFC Global’s stockholders on or about                     , 2014.

Recommendation of the Board of Directors

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee, the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, and the Board unanimously recommends that you vote “FOR” the Merger Proposal. See “The Merger — Background of the Merger” and “The Merger — Recommendation of the Board of Directors.”

The Board also unanimously recommends that you vote “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

Voting Rights; Quorum

Stockholders of record at the close of business on                     , 2014, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting. On the record date, there were approximately          holders of record of DFC Global common stock and              shares of DFC Global common stock outstanding. Each share of DFC Global common stock entitles the holder to cast one vote at the special meeting. There are no other voting securities of DFC Global.

No matter may be considered at the special meeting unless a quorum is present. Stockholders who hold a majority of the shares of DFC Global common stock outstanding as of the close of business on the record date for the special meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the special meeting. Shares of DFC Global common stock represented by proxies reflecting abstentions and properly executed broker non-votes (if any) will be counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker, bank or other nominee does not vote on a particular matter because such broker, bank, or other nominee does not have the discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers, banks and other nominees will not have discretionary voting power with respect to the Merger Proposal, the Merger-Related Compensation Proposal or the Adjournment Proposal. If a quorum is not present, the stockholders who are present or represented by proxy may adjourn the meeting until a quorum is present.

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Voting and Revocation of Proxies

If you are a stockholder of record, you may provide voting instructions by proxy by completing, signing, dating and returning the enclosed proxy card. You may alternatively follow the instructions on the enclosed proxy card for Internet or telephone submissions. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal, and in accordance with the recommendation of the Board on any other matters properly brought before the stockholders at the special meeting for a vote.

If your shares are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank, or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card.

You may revoke a proxy:

Attending the special meeting in person will not revoke a proxy. You must take one of the actions specified above prior to the vote at the special meeting to validly revoke a proxy.

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of DFC Global common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, “AGAINST” the Merger-Related Compensation Proposal and “AGAINST” the Adjournment Proposal.

Broker non-votes occur when shares held in “street name” by brokers, banks and other nominees are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of DFC Global common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. If you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal. The failure to issue voting instructions to your broker, bank or other nominee will have no effect on the outcome of the Merger-Related Compensation Proposal or the Adjournment Proposal.

Failure to Vote

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and unrevoked proxy, the proxy will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

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If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting (unless you are a record holder as of the record date and attend the special meeting in person) and will have the same effect as a vote “AGAINST” the Merger Proposal. Failure to return your proxy card will not affect the outcome of the Merger-Related Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.

Other Matters at the Special Meeting

As of the date of this proxy statement, DFC Global does not know of any matters that will be presented for consideration at the special meeting other than those matters described in this proxy statement. If any other matters properly come before the special meeting, the proxies solicited hereby will be voted on such matters in accordance with the discretion of the proxy holders named therein.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. DFC Global does not anticipate that it will adjourn or postpone the special meeting unless necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or it is advised by counsel that such adjournment or postponement is necessary under applicable law. Any signed proxies received by DFC Global in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. In addition to the foregoing, DFC Global’s bylaws authorize the chairman of the meeting to adjourn the special meeting. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice need be given, unless the adjournment is for more than 30 days. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow DFC Global’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

Appraisal Rights

Under the DGCL, stockholders of DFC Global who do not submit a proxy or vote “for” the adoption of the merger agreement and who comply with the procedural requirements of Section 262 may demand payment in cash of the fair value of their shares of DFC Global common stock in lieu of the merger consideration. This means that, if you comply with the requirements of Section 262, you are entitled to have the “fair value” (as defined pursuant to Section 262) of your shares of DFC Global common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation instead of receiving the merger consideration. The amount you would receive in an appraisal proceeding may be more than, the same as or less than the merger consideration. To exercise your appraisal rights, you must submit a written demand for appraisal to DFC Global before the vote is taken on the merger agreement, you must NOT vote in favor of the Merger Proposal and you must otherwise comply with the requirements of Section 262. Your failure to follow exactly the procedures specified under Delaware law could result in the loss of your appraisal rights. See “The Merger — Appraisal Rights” and the text of the Delaware appraisal rights statute, Section 262, which is reproduced in its entirety as Appendix C to this proxy statement.

Proxy Solicitation

DFC Global has hired Okapi Partners LLC to solicit proxies and to distribute proxy materials for the special meeting. Okapi Partners LLC also has agreed to provide consulting and analytic services to DFC Global, and to provide solicitation services with regard to banks, brokers, institutional investors and individual stockholders. The expense of soliciting proxies from stockholders, as well as preparing and mailing the notice of special meeting, the proxy statement and the proxy card(s), will be paid by DFC Global. DFC Global has agreed to pay Okapi Partners LLC (a) a fee of $15,000, (b) fees for additional campaign services, (c) a performance fee to be

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mutually agreed in light of effort expended and outcome achieved, anticipated to be up to $60,000 upon successful completion of the proxy solicitation, and (d) reasonable out-of-pocket expenses. DFC Global has also agreed to indemnify Okapi Partners LLC against certain liabilities and expenses, including liabilities under the federal securities laws.

Proxies may be solicited by Okapi Partners LLC or by directors, officers and employees of DFC Global (none of the employees, officers or directors of DFC Global will receive any additional compensation for such services) in person, by mail, telephone or telegraph, via the Internet or by facsimile. DFC Global anticipates that banks, brokers, nominees, custodians and fiduciaries will forward proxy soliciting material to beneficial owners of DFC Global common stock and that such persons will be reimbursed by DFC Global for the expenses incurred in doing so.

Additional Assistance

If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, you should contact:

Okapi Partners LLC

437 Madison Avenue, 28^th Floor

New York, NY 10022

BANKS AND BROKERS CALL: (212) 297-0720

ALL OTHERS CALL TOLL FREE: (855) 208-8901

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THE MERGER

This section of the proxy statement describes the principal aspects of the proposed merger. While we believe that this description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to DFC Global stockholders. You can obtain a more complete understanding of the merger by reading the merger agreement, a copy of which is attached to this proxy statement as Appendix A. You are encouraged to read the merger agreement and the other annexes to this proxy statement carefully and in their entirety.

Parties to the Merger

DFC Global Corp.

DFC Global is a Delaware corporation formed in 1990. DFC Global is a leading international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, the Czech Republic and the Republic of Ireland. The Company’s networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries.

DFC Global’s principal executive offices are located at 1436 Lancaster Avenue, Suite 300, Berwyn, PA 19312. DFC Global’s website is located at http://www.dfcglobalcorp.com. Additional information regarding DFC Global is contained in our filings with the SEC. See “Where You Can Find More Information.”

Purchaser Parties

Parent is a newly formed Delaware limited liability company. Purchaser is a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent. The Purchaser Parties were created solely for the purpose of engaging in the transactions contemplated by the merger agreement. Neither Parent nor Purchaser has carried on any activities other than in connection with the merger. The Purchaser Parties are entities currently owned, directly or indirectly, by Lone Star and its affiliates. Lone Star is a private equity fund affiliated with Lone Star Funds.

The address of the Purchaser Parties and Lone Star is 2711 North Haskell Avenue, Suite 1700, Dallas, TX 75204. The telephone number of the Purchaser Parties and Lone Star is (214) 754-8300.

Upon consummation of the merger, Purchaser will merge with and into DFC Global and will cease to exist, and DFC Global will continue as the surviving corporation.

Recommendation of the Board of Directors

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee, the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board recommends that our stockholders vote FOR the proposal to adopt the merger agreement, FOR the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger and FOR the adjournment proposal. See “The Merger — Background of the Merger” and “The Special Meeting — Recommendation of the Board of Directors.”

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Background of the Merger

Our management and Board periodically consider various potential strategic alternatives for DFC Global in light of business, market, regulatory and economic trends and developments. These alternatives have included a sale of the Company, acquisitions by the Company, and other business initiatives intended to create or enhance stockholder value.

In April 2012, we authorized representatives of Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) to approach financial sponsors that potentially might have the interest and capacity to acquire the Company, to provide publicly available financial information regarding the Company to such financial sponsors and to indicate to any such financial sponsor that expressed potential interest that an introduction to the Company’s management could be arranged. Between April and June 2012, Houlihan Lokey contacted six financial sponsors to determine whether any had an interest in acquiring the Company. We entered into confidentiality and non-disclosure agreements with two of these financial sponsors, including one which we refer to herein as “Party A.” Subsequently, we received letters from Party A and another party that had not been contacted by Houlihan Lokey, in each case indicating that such party had a preliminary interest in acquiring the Company subject to significant additional due diligence.

On June 21, 2012, Houlihan Lokey reviewed with our Board preliminary financial analyses of the Company, as well as information about the parties that Houlihan Lokey had contacted, including the parties which had expressed interest. At that time, the Board engaged Houlihan Lokey to provide investment banking services to the Company in connection with the consideration of a potential sale of the Company.

In June and July 2012, our management had preliminary discussions with Party A and the other interested party concerning our business, products and strategic plans. We established an electronic data room with requested due diligence documents, and Party A and the other interested party began their business and financial due diligence.

In July 2012, representatives of Houlihan Lokey had discussions with one of the six financial sponsors it originally contacted, which then expressed an interest in having further discussions with the Company concerning a potential acquisition. On July 17, 2012, that party entered into a confidentiality and non-disclosure agreement with the Company and was provided access to the electronic data room.

During July and August 2012, our management met separately with representatives of Party A and the other two parties that had signed confidentiality and non-disclosure agreements to discuss the Company and its operations, and representatives from the three parties continued to conduct business and financial due diligence on the Company.

In August 2012, one of the three parties notified us that it was no longer interested in pursuing an acquisition of the Company. In October 2012, Party A and the other party notified us that each was no longer interested in pursuing an acquisition of the Company.

In October 2012, we authorized representatives of Houlihan Lokey to approach additional financial sponsors and strategic buyers that potentially might have the interest and capacity to acquire the Company, to provide publicly available financial information regarding the Company to such parties and to indicate to any such parties expressing potential interest that an introduction to the Company management could be arranged. From October 2012 until October 2013, Houlihan Lokey contacted 35 additional financial sponsors and three potential strategic buyers of the Company. This broad canvassing led to no interest from potential buyers, other than Party A, Party B discussed below and Lone Star, all of whom are financial sponsors.

During this same period of time, there were significant developments in the U.K. regulatory environment in which we operate. Prior to April 1, 2014, in the United Kingdom, our consumer lending activities were primarily regulated by the Office of Fair Trading (the “OFT”), which was responsible for licensing and regulating

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companies that offered consumer credit. In February 2012, the OFT began an extensive review of the short-term consumer lending sector to assess its compliance with the Consumer Credit Act and the OFT’s irresponsible lending guidance. The review included 50 of the largest companies offering unsecured short-term consumer loans, including our U.K. consumer lending companies, MEM Consumer Finance Ltd., Instant Cash Loans Ltd. and Express Finance (Bromley) Ltd. In November 2012, the OFT issued debt collection guidance. Under the debt collection guidance, consumer credit providers were required to more specifically disclose to customers the use of continuous payment authority (a type of automatic payment authorization that is linked to a credit card, debit card or some other funded account), and were also required to suspend the use of continuous payment authority to collect defaulted debts from a customer whom we believed to be experiencing financial hardship. As a result of these actions, and in conjunction with self-imposed restrictions proposed by the Consumer Finance Association, a leading industry trade association in the United Kingdom, we began to modify our U.K. lending operations in anticipation of the significant industry-wide regulatory changes that were likely to be implemented by the OFT. This included imposing certain limitations on our use of continuous payment authority, considering broader affordability assessments and exercising greater forbearance where customers were in financial difficulty. We initially anticipated that these modifications would not have a negative long-term impact on our business. However, as discussed below, we determined at the end of our third quarter of fiscal year 2013 that these modifications and the regulatory uncertainty in the United Kingdom were likely to negatively impact our business for the foreseeable future.

The OFT issued its final report on the outcome of its sector review on March 6, 2013, in which it indicated that the reviewed short-term consumer lenders would receive letters from the OFT that would include specific findings for each such lender. Each of our U.K. businesses received a letter from the OFT, dated in either March or April 2013, which specified required actions in a number of compliance areas. Our U.K. businesses engaged an independent consulting firm to advise on the requirements in the letters and provided responses to the OFT in May and July 2013 confirming the actions taken in response to the OFT letters.

Commencing in the third quarter of fiscal year 2013, we began to see the impacts of operational modifications resulting from regulatory and trade association changes in the United Kingdom, as well as the resulting negative impact on our overall results of operations. After the release of the OFT report on the outcome of its sector review on March 6, 2013, the market price of our common stock declined from $19.56 on the trading day before the report was released to $16.64 on March 28, 2013. On April 1, 2013, we announced selected preliminary results for the third fiscal quarter ended March 31, 2013 and lowered our earnings guidance for fiscal year 2013. The closing price of our common stock declined to $13.04 per share on April 1, 2013 from $16.64 on the previous trading day.

In May 2013, representatives of Houlihan Lokey met with Party B, a financial sponsor. Representatives of Party B expressed an interest in learning more about the Company and, as a result, Houlihan Lokey provided them with publicly available information.

Representatives of Houlihan Lokey met again with representatives of Party B in June 2013, at which time Party B expressed a potential interest in speaking with Party A to discuss possibly collaborating in a purchase of the Company. The Company agreed to authorize such discussions, and Houlihan Lokey so informed Party B and Party A.

On August 8, 2013, Jeffrey Weiss, our Chief Executive Officer, and representatives of each of Houlihan Lokey, Party A and Party B met at the offices of Party B to discuss our business, products and strategic plans, all based on information that was publicly available at the time.

On August 22, 2013, we announced our fourth fiscal quarter and full fiscal year 2013 results of operations and provided Adjusted EBITDA guidance for fiscal year 2014. As we disclosed after the third fiscal quarter, our operations continued to be negatively impacted by regulatory change and uncertainty in the United Kingdom. In addition, our pawn lending business continued to be negatively impacted by the significant drop in the price of

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gold. We did not provide fiscal year 2014 earnings per share guidance at that time due to uncertainty regarding the potential impact from an anticipated refinancing of the outstanding $600 million 10.375% Senior Notes issued by our Canadian subsidiary (the “2016 Notes”) and the challenges of estimating the tax consequences of this impact. On August 23, 2013, the closing price of our common stock declined to $11.31 per share from $15.90 on the previous trading day.

On September 13, 2013, representatives of Houlihan Lokey, Party A and Party B met at the offices of Party B to further discuss, based on publicly available information, our business, products and strategic plans and a potential acquisition of the Company.

On September 30, 2013, we entered into a confidentiality and non-disclosure agreement with Party A because our previous such agreement had terminated.

On or about September 30, 2013, we entered into a confidentiality and non-disclosure agreement with Party B and a letter agreement with Party B allowing it to discuss a possible joint acquisition of the Company with Party A.

In October 2013, the FCA issued a consultation paper addressing how it proposed to regulate the consumer credit industry when it assumed regulatory authority on April 1, 2014. Although the positions announced in the consultation paper were not yet binding on the industry, they provided an indication of the positions that could be included in final FCA action, including significant changes in marketing of short-term credit products, loan rollover restrictions and limitations on continuous payment authority and marketing practices for lenders in our industry.

On October 28, 2013, Mr. Weiss, Randy Underwood, our Chief Financial Officer, and Jeff Wheatley, our Managing Director — Global Strategy and Development, and representatives of Houlihan Lokey, Party A and Party B met at the offices of Party A to further discuss our business, products and strategic plans and a potential acquisition of the Company.

On October 30, 2013, representatives of Houlihan Lokey discussed the Company in a conference call with Grant Wilbeck, Matt Meredith, Kevin Barner and other representatives of Lone Star. Lone Star expressed an interest in learning more about the Company and, as a result, Houlihan Lokey arranged for a telephone introduction of the Lone Star representatives to Mr. Weiss.

On October 30, 2013, we entered into a confidentiality and non-disclosure agreement with Lone Star.

On November 6, 2013, Mr. Weiss, in a conference call, discussed our business, products and strategic plans with Messrs. Wilbeck, Meredith and Barner and other representatives of Lone Star.

On November 13, 2013, Messrs. Weiss, Underwood, Wheatley Wilbeck, Meredith and Barner and representatives of Houlihan Lokey met in New York City to further discuss our business, products and strategic plans and a possible acquisition of the Company.

In the fall of 2013, we undertook a proposed refinancing of the 2016 Notes. In addition to the 2016 Notes, we have outstanding approximately $386 million of debt that either matures, or is redeemable by the holders thereof, within the next 2 ¹⁄₂ years. In order to maintain our liquidity and grow our business with our current capital structure, we will need to refinance this debt. In November 2013, we began marketing a private offering of senior notes to institutional investors, the net proceeds of which were expected to be approximately $630 million and would refinance the 2016 Notes. However, on November 22, 2013, the underwriters leading the offering informed us that there was not sufficient investor interest in the offering, and as a result we terminated the offering. On November 25, 2013, an announcement was made in the United Kingdom that the government

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had agreed to implement a total cost of credit cap for the products in our sector no later than January 1, 2015, a reversal of the government’s previous announced position on rate caps.

On November 25, 2013, representatives of the Company provided to representatives of Party A, Party B and Lone Star certain financial information about the Company, including summary projections prepared by the management of the Company.

The per share closing price of our common stock declined from $13.15 per share on November 21, 2013 (immediately prior to the announcement of the termination of the notes offering) to $10.01 per share on November 29, 2013, the last trading day of November 2013.

On December 5, 2013, Messrs. Weiss, Underwood and Wheatley discussed the financial information and summary projections provided to Lone Star in a conference call with representatives of Lone Star and Houlihan Lokey.

On December 6, 2013, Messrs. Weiss, Underwood and Wheatley discussed the financial information and summary projections provided to Party A and Party B in a conference call with representatives of Party A, Party B and Houlihan Lokey.

On December 11, 2013, representatives of our U.K. management met with representatives of the OFT to review the impact of the changes made to our U.K. business as a result of the March and April 2013 OFT letters, and to discuss the modifications to our U.K. business that we anticipated making in connection with the change in regulatory authority of our industry from the OFT to the FCA on April 1, 2014.

On December 12, 2013, Party B informed Houlihan Lokey that it was no longer interested in pursuing an acquisition of the Company.

On December 12, 2013, we received a written preliminary non-binding indication of interest from Lone Star to acquire all of our outstanding common stock at a price of $12.16 per share, subject to due diligence.

On December 16, 2013, we engaged Houlihan Lokey, whose prior 2012 engagement letter with us had terminated, to provide investment banking services to the Company in connection with the consideration of a potential sale of the Company.

On December 17, 2013, the Company agreed to permit Lone Star to conduct its requested due diligence review.

On December 17, 2013, we received a written preliminary non-binding indication of interest from Party A to acquire all of our outstanding common stock at a price of $13.50 per share, subject to due diligence.

On December 19, 2013, we invited Party A to continue its business, financial and legal due diligence.

From December 19, 2013 to January 8, 2014, we established a new data room with requested due diligence documents, and Lone Star, Party A and their respective advisors began their business, financial and legal due diligence. We subsequently added requested documents to the data room periodically throughout the negotiation process.

From January 8, 2014 to January 14, 2014, representatives of the Company held several conference calls with representatives of Lone Star to discuss our business, operations and strategic plans, including with respect to the industry in which we operate and the regulatory environment in the United Kingdom.

On January 23, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Lone Star and its potential financing sources, to discuss our operations, business and strategic plans, and to discuss the potential acquisition of the Company.

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On January 24, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Party A and its potential financing sources, to discuss our operations, business and strategic plans, and to discuss the potential acquisition of the Company.

On January 29, 2014, the Board held a regularly scheduled meeting, with representatives of Company management, Pepper Hamilton LLP, our outside legal counsel (“Pepper Hamilton”), and Houlihan Lokey present. Mr. Weiss reviewed with the Board the non-binding preliminary indications of interest to acquire the Company from Lone Star and Party A, as previously discussed with the directors. In addition, representatives of Houlihan Lokey provided the Board with an update on the process with Lone Star and Party A and indicated that both parties had been requested, at the direction of the Company, to provide definitive proposals on or about March 1, 2014, in order for the Board to determine whether pursuing a possible sale of the Company would be in the best interest of the Company’s stockholders.

At the January 29, 2014 Board meeting, the Company’s management provided a detailed presentation to the directors on the results of operations for the second quarter of fiscal year 2014 and the impact that the continued regulatory transition in the United Kingdom, the further decline in the commodity price of gold, and the increasing weakness in the value of the Canadian dollar had on the Company’s business and the expected impact on the full fiscal year forecasted earnings.

On January 30, 2014, we announced our second fiscal quarter of 2014 results of operations and the reduction of our guidance range of Adjusted EBITDA for fiscal year 2014 to between $170.0 million and $200.0 million, as compared to our previous range of between $200.0 million and $240.0 million, and diluted pro forma operating earnings per share guidance to between $0.35 and $0.80 as compared to our previous guidance range of between $0.65 and $1.27 per share. The closing price of our common stock declined to $7.52 per share on January 31, 2014 from $10.57 on the immediately preceding trading day.

On February 3, 2014, we announced that Norman Miller, our President and Chief Operating Officer, had resigned to pursue other interests in a non-competing industry and that Michael Hudachek, our then Senior Vice President of Global Collections, had been appointed Chief Operating Officer.

Between January 30, 2014 and February 18, 2014, representatives of the Company discussed in several separate conference calls with representatives of Lone Star and Party A and their respective advisors our business, operations and strategic plans.

On February 14, 2014, the Board met by conference call, with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. At the meeting, the Company’s management reviewed a revised five-year financial forecast. The January 30, 2014 announcement which contained our fiscal year 2014 earnings guidance reduction, along with U.K. regulatory changes anticipated to be included in the final FCA rules and oversight, formed the principal basis for the revised five-year financial forecast. After discussion, the Board unanimously authorized the revised forecast (the “February forecast”).

On February 14, 2014, we provided the February forecast to Lone Star and Party A and discussed the forecast in several separate conference calls with each.

Houlihan Lokey, at the direction of the Company, requested that both parties complete their due diligence and provide definitive proposals with financing commitments on or about March 1, 2014.

On February 18, 2014, our U.K. management responsible for the transition from regulation by the OFT to regulation by the FCA attended a previously scheduled meeting with representatives of the OFT. During the meeting, our representatives provided an update to the representatives of the OFT as to the progress of our efforts to become compliant with the new rules and regulations that were anticipated to be implemented by the FCA once it assumed governing authority on April 1, 2014. The representatives of the OFT reviewed with our

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representatives the readiness of our U.K. operations for the regulatory requirements under the FCA, and posed questions concerning our U.K. management structure and our operations relating to affordability assessments, rollovers, relending and forbearance.

On February 18, 2014, Messrs. Weiss, Underwood and Wheatley and representatives of Houlihan Lokey discussed in a conference call with Lone Star and its potential financing sources the February forecast.

On February 19, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Party A and its potential financing sources, to discuss our operations, business and strategic plans in light of the February forecast, and to further discuss the potential acquisition of the Company.

On February 20, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with Messrs. Wilbeck, Barner, other representatives of Lone Star and representatives of Houlihan Lokey, to discuss our operations, business and strategic plans in light of our February forecast, and to further discuss the potential acquisition of the Company.

On February 21, 2014, we entered into confidentiality and non-disclosure agreement with one of Party A’s potential debt financing sources, and such debt financing source was then provided access to the electronic data room.

On February 21, 2014, we provided drafts of a merger agreement (including a “go-shop” provision which would authorize the Company to seek a superior offer for a specified period after entering into the merger agreement) relating to the acquisition of the Company and a limited guarantee by the financial sponsor prepared by Pepper Hamilton to Party A and Lone Star and requested that each submit their comments to the agreements when they submitted their acquisition proposals on or about March 1, 2014.

On February 25, 2014, management of the Company, including Messrs. Underwood and Wheatley, met in person at the Company’s corporate office (with representatives of Houlihan Lokey participating by telephone) with representatives of Party A and its potential financing sources, to discuss our operations, business and strategic plans, and to discuss the potential acquisition of the Company.

On February 28, 2014, we received a written proposal from Lone Star to acquire all of our outstanding common stock for a purchase price of $11.00 per share. Lone Star provided signed commitment letters from two potential financing sources to provide financing that was sufficient to consummate the acquisition as well as a draft merger agreement prepared by Gibson, Dunn & Crutcher LLP, outside counsel to Lone Star (“Gibson Dunn”). The proposal from Lone Star required the Company to agree to a 45-day exclusivity period during which the parties would negotiate definitive terms of the transaction. Lone Star indicated in its letter that the proposed purchase price took into account (i) regulatory changes in the U.K. market, (ii) the February forecast, (iii) a reduction in the availability of acquisition financing available from Lone Star’s financing partners in light of the February forecast, (iv) continuing U.S. regulatory scrutiny of payday lending and other alternative financial services products, (v) recent volatility in the Company’s stock price and (vi) the weakness in the value of the Canadian dollar. The draft merger agreement provided by Lone Star did not contain either a “go-shop” period or the right of the Company to terminate the merger agreement in the event of an unsolicited superior offer after the execution of the merger agreement.

On February 28, 2014, the FCA published its Handbook, which confirmed and clarified the final form of the rules and limitations to which we would be subject under the FCA authority. In addition, on February 28, 2014, we received a letter from the OFT addressing our earlier February meeting with its representatives and indicating that OFT had serious concerns about the ability of our U.K. operations to meet the enhanced regulatory requirements of the FCA. The letter requested additional information relating to certain areas of concern and requested a written response on these areas. The publication of the Handbook and the receipt of the OFT letter caused management to assess required changes to the Company’s U.K. operations and the timing and likely consequences thereof.

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On March 2, 2014, the Board held a meeting by conference call at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present. Mr. Weiss summarized the proposal that the Company received from Lone Star, copies of which had been provided to the Board in advance of the meeting. Representatives of Houlihan Lokey reviewed with the Board a summary of the terms of the proposal and its financial analysis of the proposal. After representatives from Houlihan Lokey reported that no indication of interest had been received from Party A, the Board directed Houlihan Lokey to inform Lone Star that the Company had not yet accepted its proposal and that the Board would consider the proposal further at an upcoming Board meeting.

On March 3, 2014, Party A notified us that it was no longer interested in pursuing an acquisition of the Company.

On March 5, 2014, the Board held a meeting at the offices of Pepper Hamilton at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present. Prior to the meeting, the proposal from Lone Star and an analysis of the proposal by Houlihan Lokey were distributed to the directors. At the meeting, representatives of Houlihan Lokey reviewed with the Board the background of the original preliminary indications of interest from Lone Star and Party A, including the decision of Party A not to move forward at this time. Representatives of Houlihan Lokey reviewed a financial analysis of the Lone Star proposal and summarized the contacts that Houlihan Lokey had with potential buyers on behalf of the Company in 2013 and earlier. A representative of Pepper Hamilton reviewed with the Board its fiduciary duties under Delaware law. The Board had an extensive discussion of the February 28, 2014 letter from the OFT and the February 28, 2014 release of the Handbook by the FCA, management’s initial assessment of the impact of these developments on the Company’s business and its financial projections, and the likely impact on the Company’s share price when these new developments were factored into the Company’s fiscal year 2014 and 2015 forecasts, as well as the Company’s refinancing, management succession and goodwill impairment risks.

Management recommended, and the Board concurred, that the Board should continue to evaluate whether a sale of the Company would be in the best interest of the Company and its stockholders at the current time. The Board also established a special committee of independent directors (the “Special Committee”) to facilitate the Board’s evaluation of whether a sale of DFC Global would be in the best interests of DFC Global and its stockholders, to evaluate all proposals which may be made with respect to a possible sale of DFC Global and to control and direct the negotiation of the terms and conditions of any such proposals, subject to Board approval. The Special Committee met separately, with the other members of the Board other than Mr. Weiss in attendance by invitation, and concluded that if a satisfactory proposal were received from Lone Star, the Special Committee would authorize the Company to grant the requested exclusivity. The Board and the Special Committee directed representatives of Houlihan Lokey to provide Lone Star with the letter from the OFT and to inform Lone Star that the Board and the Special Committee were continuing to evaluate its proposal and that it should increase the purchase price in its proposal.

On March 5, 2014 and March 6, 2014, at the direction of the Board and the Special Committee, representatives of Houlihan Lokey, in several conference calls, discussed the proposal with representatives of Lone Star.

On March 7, 2014, at the direction of the Special Committee, representatives of Houlihan Lokey contacted a representative of Lone Star by telephone to confirm that the Board and the Special Committee would be supportive of granting exclusivity at a proposed price of $12.00 per share.

On March 9, 2014, we received a revised proposal from Lone Star to acquire all of our outstanding common stock for a purchase price of $12.00 per share. The proposal continued to request a 45-day exclusivity period and added as an additional condition to the consummation of a transaction the completion of additional regulatory due diligence in the United Kingdom and elsewhere.

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On March 10, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. Representatives of Houlihan Lokey reviewed with the Board the revised proposal from Lone Star, including that representatives of Lone Star had indicated that the price in the proposal was a “best and final” price and that Lone Star indicated that it was not willing to agree to a “go shop” provision. Representatives of Houlihan Lokey reviewed with the Special Committee Houlihan Lokey’s financial analysis of the proposal and reviewed potential buyers of the Company previously contacted by Houlihan Lokey. The Special Committee invited Mr. Weiss to join the meeting for the discussion of those prior contacts. After further discussion of the proposal, the Special Committee unanimously approved the grant of exclusivity requested by Lone Star, subject to final negotiation of its terms.

On March 10, 2014 and March 11, 2014, representatives of Pepper Hamilton and Gibson Dunn negotiated the final terms of the exclusivity provision (including a term expiring on March 31, 2014, subject to extension under certain circumstances), and on March 11, 2014, the Company executed the letter agreement agreeing to the exclusivity provision with Lone Star.

On March 13, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement that had been provided by Lone Star, including Lone Star’s rejection of the Special Committee’s request for a “go-shop” provision. After continued discussion, the Special Committee determined that it would consider accepting the rejection of the “go-shop” provision if Lone Star would agree to a bifurcated termination fee concept, which would result in a lower termination fee with respect to an unsolicited superior proposal within a specified period of time after the signing of the merger agreement.

Between March 14, 2014 and March 19, 2014, representatives of our management and representatives of Lone Star’s advisors met in person and by conference call several times to discuss U.K. regulatory issues and to answer questions posed by Lone Star’s advisors relating to the February 28, 2014 letter received from the OFT.

On March 15, 2014, Pepper Hamilton sent Gibson Dunn our comments on the draft merger agreement that Lone Star had included with its proposal. From March 15, 2014 until April 1, 2014, the Company and Lone Star, and our respective legal counsel, engaged in negotiations regarding the terms of the merger agreement.

On March 21, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement, including that Lone Star had indicated that it would now require a closing condition relating to U.K. regulatory matters. The representative of Pepper Hamilton also informed the Special Committee that Lone Star indicated that it did not intend to have any discussions with management as to post-closing ownership, employment or compensation arrangements until after execution of the merger agreement. After further discussion, the Special Committee directed the Company’s management and representatives of Pepper Hamilton to continue negotiating the terms of the merger agreement.

On March 24, 2014, Mr. Weiss met with Messrs. Wilbeck and Barner and other representatives of Lone Star at Lone Star’s office in Dallas, Texas to discuss management’s view of the current state of the business and U.K. regulatory matters, as well as other general business and industry issues.

On March 24, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement, including the terms of the FCA Conditions requested by Lone Star and that Lone Star had agreed to the bifurcated termination fee concept previously discussed with the Special Committee. The representative of Pepper Hamilton informed the Special Committee that the proposed terms of the closing condition had been discussed in detail with the Company’s U.K. regulatory counsel. After discussion, the Special Committee directed the Company’s management and representatives of Pepper Hamilton to continue to negotiate the terms of the merger agreement, including the terms of the FCA Conditions based on the input from the Company’s U.K. regulatory counsel.

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On March 24, 2014, we responded in writing to the concerns raised by the OFT in its February 28, 2014 letter. The response was in advance of an in person meeting that our U.K. management team had arranged with representatives of the OFT to be held on March 26, 2014. In the written response, we outlined certain proposed changes to our U.K. business to comply with the rules and principles set forth in the Handbook and the impact that these changes would have on our business model and our fiscal year 2015 results of operations in the United Kingdom. The revised fiscal year 2015 U.K. forecast contained in the OFT response letter reflected certain different assumptions than those underlying the February forecast. Our management team had continued to review the overall Company financial forecast, which it had begun after the publication of the Handbook on February 28, 2014, and had recognized that a reduction in our projected Adjusted EBITDA for fiscal year 2014 likely would be necessary upon completion of the review. This was communicated to representatives of Lone Star, who responded that such a reduction was likely to reduce the per share purchase price in its proposed acquisition of the Company.

On March 26, 2014, members of our senior U.S. and U.K. management met with representatives of the OFT to discuss the concerns raised by the OFT in its February 28, 2014 letter and our response in our March 24, 2014 letter to the OFT.

On March 26, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. The Special Committee reviewed the revised U.K. fiscal year 2015 forecast prepared by management that was contained in the OFT response letter and the likelihood that management’s projected Adjusted EBITDA for fiscal year 2014 would require further reduction. A representative of Pepper Hamilton confirmed to the Special Committee that Lone Star requested that the merger agreement be executed by March 28, 2014. After discussion of the issues presented by the financial projections, the Special Committee requested that representatives of Houlihan Lokey continue to work with the Company’s management to provide management’s revised preliminary projected Adjusted EBITDA for fiscal year 2014 to Lone Star.

On March 26, 2014, we announced, on a Periodic Report on Form 8-K filed with the SEC, that we had been informed of a purported class action lawsuit filed against us, certain of our senior executives and directors, and the two underwriters who served as joint book-running managers for our April 7, 2011 common stock offering. The complaint, which purports to be brought as a class action on behalf of purchasers of our common stock in the 2011 offering, alleges violations of federal securities laws regarding disclosures made by us with respect to our prospectus and registration statement. The complaint seeks unspecified monetary and other relief. As we stated in the Form 8-K, we believe that the complaint is without merit and we intend to defend against it vigorously.

On March 26, 2014, we provided to Lone Star management’s revised preliminary projected Adjusted EBITDA for fiscal year 2014.

On March 26, 2014 and March 27, 2014, representatives of our management discussed in several conference calls with representatives of Lone Star and its advisors the meeting that representatives of our senior U.S. and U.K. management had with representatives of the OFT on March 26, 2014.

On March 27, 2014, we received a revised written proposal from Lone Star to acquire all of our outstanding common stock for $9.50 per share. The letter indicated that the proposal took into consideration our revised preliminary projected Adjusted EBITDA for fiscal year 2014, the reduced amount of acquisition financing available from Lone Star’s financing partner in light of such reduction, the continued regulatory uncertainty in the United Kingdom and the U.S., the weakness in the value of the Canadian dollar and the class action lawsuit recently filed against the Company. The letter also indicated that the price in the proposal was a “best and final” price.

On March 28, 2014, the Board met at the offices of Pepper Hamilton, with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. The Special Committee reviewed with the Board developments with respect to the proposed acquisition of the Company by Lone Star, including the reduction of the preliminary projected Adjusted EBITDA for fiscal year 2014 which led to Lone Star’s revised proposal. A representative of the Company’s management reviewed with the Board management’s revised preliminary

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projected Adjusted EBITDA for fiscal year 2014, answered questions from the Board concerning the estimate, and informed the Board that the Company’s management was preparing a revised five-year financial forecast. A representative from Pepper Hamilton informed the Board that Lone Star indicated that executing the merger agreement on April 1, 2014 was acceptable if the Board and the Special Committee decided to proceed with the transaction. Representatives of Pepper Hamilton reviewed with the Board a summary of the merger agreement and the Board’s fiduciary duties in connection with considering the sale of the Company. After considering the revised preliminary projected Adjusted EBITDA for fiscal year 2014, a timeline for completion and approval by the Board of management’s revised financial forecast, the impact of the U.K. regulatory issues on the Company’s projected performance, the reasons supporting the proposed acquisition that were considered by the Board at the meeting, and the likely impact on the Company’s common stock price when preliminary financial results for the third quarter of fiscal year 2014 were disclosed and the Company’s published guidance for fiscal year 2014 were reduced once such results and guidance were finalized, the Company’s Board directed the Company’s management to continue to negotiate the terms of the merger agreement.

On March 30, 2014, the Special Committee met by conference call, with all Board members and representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. A representative of Pepper Hamilton reviewed with the Special Committee the status of negotiations with Lone Star, including the resolution of the U.K. regulatory closing condition. Representatives of the Company’s management reviewed management’s revised five-year financial forecast and supporting assumptions, which were provided to Special Committee members prior to the meeting, with the Special Committee. After significant discussion, the Special Committee directed management to provide the revised five-year forecast (the “March forecast”) to Lone Star and determined to further discuss the March forecast at a meeting of the Board scheduled for March 31, 2014.

On March 31, 2014, the Board met by conference call with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. At the meeting, the Company’s management again reviewed the March forecast. After discussion and confirmation by the Company’s management that the March forecast was reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Company’s management, the Board unanimously authorized the March forecast.

On April 1, 2014, a joint meeting of the Board and the Special Committee was held at Pepper Hamilton at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present, with Messrs. Kahn, Jessick, McLaughlin, Evans and Kooper and representatives of the Company’s management participating by telephone. Prior to the meeting, the members of the Board received the merger agreement, the limited guarantee, and copies of the Lone Star debt and equity commitment letters. At the meeting, the Board considered the terms and conditions of the proposed transaction with Lone Star. A representative of Pepper Hamilton reviewed with the Board changes in the transaction documents since the March 28, 2014 Board meeting. The Board reviewed the debt and equity commitments provided by Lone Star. At the request of the Board, Houlihan Lokey then reviewed and discussed its financial analyses. Thereafter, at the request of the Board, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board, dated April 1, 2014), as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement. See “The Merger — Opinion of the Financial Advisor to the Company” and a copy of the opinion attached as Appendix B to this proxy statement.

Following the presentations and after further discussions and deliberations among the Board, the Special Committee, management and financial and legal advisors, the Special Committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were in the best interest of the Company and the stockholders, and recommended that the Board approve the proposed transaction with Lone Star. The Board then determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were in the best interest of the Company and the stockholders and unanimously adopted and approved the merger agreement and the transactions contemplated by

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the merger agreement, including the merger, and unanimously recommended that the Company’s stockholders approve and adopt the merger agreement.

Following the Board and Special Committee meetings, on April 1, 2014, the Company and affiliates of Lone Star executed the merger agreement, and Lone Star delivered to the Company executed debt and equity commitment letters and the limited guarantee.

On April 2, 2014, we publicly announced selected preliminary third fiscal quarter 2014 results and the reduction in guidance for fiscal year 2014 through a press release. Immediately thereafter, on April 2, 2014, we publicly announced the transaction with Lone Star through the issuance of a press release.

Purposes and Reasons of DFC Global for the Merger

During the course of its deliberations on the merger, the Board held numerous meetings and consulted with the Special Committee and the Company’s senior management, financial advisor and legal counsel. During such meetings and consultations, the Board and the Special Committee reviewed, evaluated and considered numerous factors and a significant amount of information and data, including the following:

In reaching its decision to approve the merger agreement and the merger, and to recommend that the Company’s stockholders adopt the merger agreement, the Board and the Special Committee viewed the following as positive reasons to support the merger agreement and the merger:

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In reaching its decision to approve the merger agreement and the merger, and to recommend that the Company’s stockholders adopt the merger agreement, the Board and the Special Committee considered the following potentially negative aspects of the merger and consequences of announcing the merger, but nevertheless determined that the merger agreement and the merger are advisable and in the best interests of the Company’s stockholders:

The above discussion of the information and factors considered by the Board is not intended to be exhaustive, but rather to indicate the material matters considered. In reaching its determination and recommendation, the Board and the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board or Special Committee may have considered various factors differently. The Board did not undertake any special determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Board or the Special Committee may have given differing weights to different factors. The Board, acting upon the unanimous recommendation of the Special Committee, based its unanimous recommendation on the totality of the information presented.

Opinion of the Financial Advisor to the Company

On April 1, 2014, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 1, 2014), as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger

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consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix B to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder of the Company or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised Houlihan Lokey, and Houlihan Lokey assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial results and condition of the Company, and Houlihan Lokey expressed no opinion with respect to the Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. Furthermore, Houlihan Lokey considered the results of the third-party solicitation process conducted by the Company, with Houlihan Lokey’s assistance, with respect to a possible sale of the Company.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to

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therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger would be satisfied without waiver thereof, and (d) the merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or the Company that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any respect from the draft of the merger agreement identified above in any way material to Houlihan Lokey’s analysis.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company, or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Company, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the merger consideration to the extent expressly specified in Houlihan Lokey’s opinion), (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might be available for the Company or any other party, (v) the fairness of any portion or aspect of the merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, Parent, their respective security holders or any other party is receiving or paying reasonably equivalent value in the merger, (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any

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compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, relative to the merger consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations were or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Company and its advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to the Company and the merger or otherwise.

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the financial forecasts prepared by the management of the Company and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the merger consideration or of the views of the Board or management with respect to the merger or the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between the Company and Parent, and the decision to enter into the merger agreement was solely that of the Board, acting upon the unanimous recommendation of the Special Committee.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on April 1, 2014. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

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For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of DFC Global common stock and the common stock of the selected companies listed below as of March 28, 2014, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant. Enterprise values for the selected companies were calculated using the closing prices of the common stock of the selected companies as of March 28, 2014 and the latest financial information as of December 31, 2013 that was publicly available. Latest twelve months, or LTM, Adjusted EBITDA for the selected companies is based on the latest financial information for the twelve months ended December 31, 2013 that was publicly available. Estimated LTM Adjusted EBITDA for the Company are based on estimated financial information for the twelve months ended March 31, 2014 that was provided by management of the Company. Estimated Adjusted earnings per share, or EPS, of the Company is based on information provided by management of the Company. Estimated Adjusted EPS for the selected companies is based on analyst estimates.

The financial data reviewed included:

The selected companies and corresponding data were as follows:

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Taking into account qualitative and quantitative factors with respect to the Company and the selected companies, Houlihan Lokey applied selected multiple ranges of 5.2x to 6.0x LTM Adjusted EBITDA, 5.1x to 5.6x estimated CY 2014 Adjusted EBITDA, 4.5x to 5.0x estimated CY 2015 Adjusted EBITDA, 8.0x to 10.0x estimated CY 2014 Adjusted EPS and 6.0x to 8.0x estimated CY 2015 Adjusted EPS to corresponding financial data for the Company. The selected companies analysis indicated implied per share value reference ranges (rounded to the nearest $0.25) of $2.75 to $6.50 per share of DFC Global common stock based on the selected range of multiples of LTM Adjusted EBITDA, $0.25 to $2.75 per share of DFC Global common stock based on the selected range of multiples of estimated CY 2015 Adjusted EBITDA and $5.50 to $7.50 per share of DFC Global common stock based on the selected range of multiples of estimated CY 2015 Adjusted EPS, as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock. Houlihan Lokey performed selected companies analyses based on estimated CY 2014 Adjusted EBITDA and estimated CY 2014 Adjusted EPS, but the results of such analyses were not meaningful due to the Company’s negative operating results for such period.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. Enterprise values for the target companies in the selected transactions were calculated as of the public announcement date of the relevant transaction based on the estimated purchase price paid in the transaction and the latest financial information available prior to the public announcement date. LTM Adjusted EBITDA for the target companies in the selected transactions is based on the latest available financial information for the twelve months prior to the public announcement date. Estimated LTM Adjusted EBITDA for the Company is based on estimated financial information for the twelve months ended March 31, 2014 that was provided by management of the Company.

The financial data reviewed included enterprise value as a multiple of LTM Adjusted EBITDA.

The selected transactions and resulting data were as follows:

Taking into account qualitative and quantitative factors with respect to the Company and the target companies involved in the selected transactions, Houlihan Lokey applied selected multiple ranges of 6.0x to 6.5x

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LTM Adjusted EBITDA to corresponding financial data for the Company. The selected transactions analysis indicated an implied per share value reference range (rounded to the nearest $0.25) of $6.50 to $9.00 per share of DFC Global common stock based on the selected range of multiples of LTM Adjusted EBITDA as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of the Company by calculating the estimated present value of the projected unlevered, after-tax free cash flows of the Company based on the Projections. Houlihan Lokey calculated terminal values for the Company by applying a range of terminal value Adjusted EBITDA multiples of 5.0x to 6.0x to the Company’s fiscal year 2018 estimated Adjusted EBITDA. In deriving the range of terminal value Adjusted EBITDA multiples, Houlihan Lokey took into account the results of the selected companies analysis. The present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 10.0% to 11.0%, derived based on a weighted average cost of capital calculation. The discounted cash flow analysis indicated an implied per share value reference range (rounded to the nearest $0.25) of $8.50 to $15.50 per share of DFC Global common stock, as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock.

Other Matters

Houlihan Lokey was engaged by the Company to act as its financial advisor in connection with the merger and provide financial advisory services, including an opinion to the Board as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement. We engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by the Company, Houlihan Lokey is entitled to a fee equal to 0.80% of the transaction value, a portion of which became payable upon the delivery of Houlihan Lokey’s opinion and the principal portion of which is contingent upon the consummation of the merger. The Company has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or relating to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company or any other party that may be involved in the merger and their respective affiliates or any currency or commodity that may be involved in the merger.

Houlihan Lokey and certain of its affiliates have in the past provided investment banking, financial advisory and other financial services to certain affiliates of the Company and Lone Star Funds, an affiliate of Parent or one or more security holders, affiliates and/or portfolio companies of investment funds affiliated or associated with Lone Star Funds (collectively, the “Lone Star Group”), for which Houlihan Lokey and such affiliates have received compensation, including, among other things, having acted as co-manager in connection with the Company’s April 13, 2011 common stock offering. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and other financial services to the Company, the Lone Star Group, other participants in the merger or certain of their respective affiliates in the future, for which Houlihan Lokey and such of its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of Houlihan Lokey’s and its affiliates’ respective employees may have committed to invest in private equity or other investment funds managed or advised by Lone Star Funds, other participants in the merger or certain of their respective affiliates, and in portfolio companies of such funds, and may have co-invested with the Lone Star Group, other participants in the merger or certain of their respective affiliates, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial

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advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, the Lone Star Group, other participants in the merger or certain of their respective affiliates, for which advice and services Houlihan Lokey and such affiliates have received and may receive compensation.

Certain Effects of the Merger

Pursuant to the terms of the merger agreement, at the effective time of the merger, Purchaser will be merged with and into DFC Global, with DFC Global surviving the merger as a wholly owned subsidiary of Parent.

At the effective time of the merger, each outstanding share of DFC Global common stock (other than any shares owned by the Purchaser Parties or the Company (as treasury stock or otherwise) or any of their respective wholly owned subsidiaries, or any person who properly demands appraisal of their shares pursuant to the DGCL), will be converted into the right to receive the merger consideration.

Each stock option outstanding at the effective time of the merger to purchase DFC Global common stock granted under the Company Stock Plans, whether vested or unvested, will become fully vested and be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of: (i) $9.50, minus the applicable exercise price per share of the option; and (ii) the number of shares of DFC Global common stock subject to such option. If the exercise price per share of any such option is equal to or greater than $9.50, such option will be cancelled at the effective time of the merger without any cash payment being made in respect thereof.

At the effective time of the merger, each restricted stock unit granted under the Company Stock Plans will become fully earned and vested with respect to 100% of the shares of DFC Global common stock subject to the restricted stock unit and will be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of: (i) $9.50; and (ii) the number of shares of DFC Global common stock subject to the restricted stock unit.

Projected Financial Information

DFC Global does not make public projections as to future performance or earnings beyond the current fiscal year due to the inherent unpredictability of the assumptions and estimates underlying such projections. However, certain non-public, unaudited projected financial information prepared by management was made available to Parent and Purchaser, as well as to the Board, the Special Committee and Houlihan Lokey in connection with their respective considerations of the merger. We have included a summary of these financial projections to give our stockholders access to this information for purposes of considering and evaluating the merger. The inclusion of this projected financial information should not be regarded as an indication that Parent, Purchaser, the Board, the Special Committee, Houlihan Lokey, or any other recipient of this information considered, or now considers, it to be a reliable prediction of future results.

On January 30, 2014, we announced our second fiscal quarter 2014 results of operations, the reduction of our fiscal year 2014 range of projected Adjusted EBITDA to between $170.0 million and $200.0 million, as compared to our previous range of between $200.0 million and $240.0 million, and the reduction of our diluted pro forma operating earnings per share guidance to between $0.35 and $0.80, as compared to our previous guidance range of between $0.65 and $1.27 per share. See “Background of the Merger.”

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On February 14, 2014, our Board reviewed management’s assessment of the impact that the revised fiscal year 2014 projected Adjusted EBITDA and changes to our U.K. operations in response to regulatory developments, would have on our projected future financial results, and based on that discussion, the Board unanimously authorized the February forecast. We provided the February forecast to the Parent, Purchaser and Houlihan Lokey for purposes of considering and evaluating the merger. The following is a summary of the material elements of the February forecast:

On February 28, 2014, the FCA published its Handbook, which confirmed and clarified the final form of the rules and limitations to which we would be subject under the FCA authority. In addition, on February 28, 2014, we received a letter from the OFT indicating that OFT had serious concerns about the ability of our U.K. operations to meet the enhanced regulatory requirements of the FCA. The publication of the Handbook and the receipt of the OFT letter caused management to assess required changes to its U.K. operations and the timing and likely consequences thereof. In light of these developments, on March 26, 2014, we provided to Parent and Purchaser management’s revised, preliminary projected Adjusted EBITDA for fiscal year 2014. On March 30, 2014, we provided Parent, Purchaser and Houlihan Lokey with the March forecast, which was authorized by the Special Committee on March 30, 2014 and by our Board on March 31, 2014.

The March forecast reflected the following principal changes to the expectations of management underlying the February forecast:

The Board and the Special Committee relied on the March forecast in connection with their evaluation and approval of the merger and the Board’s recommendation that stockholders approve the merger. Houlihan Lokey used the March forecast in connection with its financial analysis undertaken for purposes of rendering the opinion to the Board described in the section entitled “Opinion of the Financial Advisor to the Company.” The following is a summary of the material elements of the March forecast:

The foregoing summary of the projections is included in this proxy statement solely to give stockholders access to certain non-public, unaudited information that was made available to the Board, the Special Committee

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and Houlihan Lokey and is not included in this proxy statement in order to influence any stockholder to make any investment decision with respect to the merger or for any other purpose, including whether or not to seek appraisal rights with respect to the shares of Company common stock.

The projections do not give effect to the merger or the other transactions contemplated by the merger agreement. The projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or GAAP or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of DFC Global’s management, were prepared on a reasonable basis. However, this information is not fact and should not be relied upon as being necessarily indicative of future results.

Although presented with numeric specificity, the projections reflect numerous estimates and assumptions made by DFC Global with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to DFC Global’s business, all of which are difficult to predict and many of which are beyond DFC Global’s control. The projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted, including, but not limited to, those described above under “Cautionary Statement Regarding Forward-Looking Information” and in DFC Global’s most recent SEC filings. There can be no assurance that the projections will be realized or that actual results will not be significantly higher or lower than those set forth in the projections.

The projections above cover multiple years and such information by its nature becomes less reliable with each successive year. In addition, such projections reflect assumptions of DFC Global’s management as of the time such information was prepared as to certain business decisions that were and are subject to change, and such information will be affected by DFC Global’s ability to achieve strategic goals, objectives and targets over the applicable periods. Such information cannot, therefore, be considered a guarantee of future operating results, and the information should not be relied on as such. Such information should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding DFC Global contained in DFC Global’s public filings with the SEC. None of DFC Global, the Board, the Special Committee, Houlihan Lokey or any of their respective affiliates assumes any responsibility for the validity, reasonableness, accuracy or completeness of the projections. The projections do not take into account any circumstances or events occurring after the date the projections were prepared, including the transactions contemplated by the merger agreement or the announcement thereof. Furthermore, such projections do not take into account the effect of any failure of the merger to occur and should not be viewed as accurate or continuing in that context. None of DFC Global, the Board, the Special Committee, Houlihan Lokey or any of their respective affiliates intends to, and each of them disclaims any obligation to, update, revise or correct the information set forth above, including if any of it is or becomes inaccurate (even in the short term).

In light of the foregoing factors and the uncertainties inherent in the projections, stockholders are cautioned not to place undue, if any, reliance on such information or the fact that it is included in this proxy statement. No one has made or makes any representation to any stockholder regarding the information included in these projections.

Explanatory Note re: Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure, which, with respect to DFC Global, means earnings before interest, income taxes and depreciation and amortization, before loss (gain) on extinguishment of debt, unrealized foreign exchange loss (gain), loss (gain) on derivatives not designated as hedges, provision for (proceeds from) litigation settlements, loss (gain) on store closings and other, management fees, goodwill impairment and other charges, stock-based compensation, non-controlling interest adjustment, acquisition costs expensed and certain other adjustments.

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DFC Global’s management included the projected Adjusted EBITDA in its projections because management believed such measures could be useful in evaluating the merger. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net earnings (loss). DFC Global’s calculation of Adjusted EBITDA may differ from others in its industry and is not necessarily comparable with similar titles used by other companies.

Structure of the Merger

The proposed acquisition of DFC Global is structured as a merger of Purchaser with and into DFC Global, with DFC Global surviving the merger as a wholly owned subsidiary of Parent. The transaction was structured as a cash merger to provide the stockholders of DFC Global with a cash payment for all of the shares they hold and to provide a prompt and orderly transfer of ownership to the Purchaser Parties with reduced transaction costs.

Effective Time of the Merger

The merger will become effective at the time that a certificate of merger is accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by DFC Global and the Purchaser Parties and specified in the certificate of merger. Assuming the stockholders vote to adopt the merger agreement and all other conditions to the merger are satisfied or, to the extent permitted, waived, DFC Global expects to complete the merger as soon as practicable after the special meeting.

Payment of the Merger Consideration and Surrender of Stock Certificates

Prior to the effective time of the merger, Parent will deposit the cash necessary to pay the aggregate merger consideration payable to the stockholders with a paying agent. The paying agent will use these funds solely to pay the merger consideration to those stockholders entitled to receive such payment. The paying agent will deliver the merger consideration according to the procedures summarized below.

Promptly after the effective time, the paying agent will mail to all stockholders a letter of transmittal, and instructions advising stockholders how to surrender their stock certificates in exchange for the merger consideration. If you hold your shares in street name, your broker, bank or other nominee will provide you with instructions on how to surrender your shares of DFC Global common stock in exchange for the merger consideration. Upon surrender of your stock certificates, together with a properly completed letter of transmittal and any other items specified by the letter of transmittal, the paying agent will pay you the merger consideration and your stock certificates will be cancelled.

If your stock certificates have been lost, mutilated or destroyed, you may deliver to the paying agent an affidavit and indemnity bond (in form and substance, and with surety, reasonably satisfactory to DFC Global) instead of your stock certificates. At the effective time, DFC Global’s stock ledger with respect to shares of DFC Global common stock that were outstanding prior to the merger will be closed, and no further registration of transfers of these shares will be made.

Please do not forward your stock certificates to the paying agent without a letter of transmittal, and do not return your stock certificates with the enclosed proxy.

At and after the effective time, you will cease to have any rights as a stockholder of DFC Global, except for the right to surrender your stock certificates, according to the procedures described in this section and the letter of transmittal, in exchange for the merger consideration or, if you properly demand and perfect your appraisal rights, the right to receive the “fair value” of your shares as determined under Delaware law.

The paying agent will, on demand, return to DFC Global all cash that has not yet been distributed in payment of the merger consideration as of 12 months following the merger, plus any accrued interest, and the

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paying agent’s duties will terminate. Thereafter, stockholders may surrender stock certificates directly to DFC Global and receive the merger consideration. However, stockholders will in no event have any greater rights against the surviving corporation than those of general creditors of DFC Global under applicable law, and none of the Purchaser Parties or DFC Global will be liable to you for any merger consideration delivered to a public official under any applicable abandoned property, escheat or similar law.

Merger Financing

Lone Star anticipates that the total funds needed to complete the merger, including the funds needed to:

will be funded through a combination of:

Parent has obtained the Equity Commitment Letter and the Debt Commitment Letter described below. The funding under those Commitment Letters is subject to certain conditions, including conditions that do not relate directly to the merger agreement. We believe the amounts committed under the Commitment Letters will be sufficient to complete the transaction, but we cannot assure you of that. Those amounts might be insufficient if, among other things, one or more of the parties to the Commitment Letters fails to fund the committed amounts in breach of such Commitment Letters or if the conditions to the commitments to fund the amounts set forth in such Commitment Letters are not met. The failure of Parent and Purchaser to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the merger to be consummated. In that case, Parent may be obligated to pay a termination fee to DFC Global, as described under “The Merger Agreement — Termination and Closing Failure Fee.” DFC Global has received the Limited Guarantee discussed below from Lone Star and thus has certain rights under the Limited Guarantee and the merger agreement to cause Lone Star to fund its equity commitment to Parent.

The consummation of the merger is not subject to any financing conditions, although funding of the financing is subject to the satisfaction of the conditions set forth in the Commitment Letters under which the financing will be provided.

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Equity Financing

Parent has entered into the Equity Commitment Letter with Lone Star, dated April 1, 2014, pursuant to which Lone Star has committed to contribute to Parent, at or prior to the closing of the merger, up to an amount equal to $750,000,000.

Lone Star’s obligations to fund the equity financing contemplated by the equity commitments are generally subject to (a) the mutual conditions to the obligation of DFC Global, Parent and Purchaser under the merger agreement to effect the closing of the merger, and the conditions to the obligation of Parent and Purchaser under the merger agreement to effect the closing of the merger having been satisfied or waived in accordance with the terms and conditions thereof, and (b) the conditions to the debt financing under the debt commitments having been satisfied or waived in accordance with the terms and conditions thereof.

The obligation of Lone Star to fund the equity financing commitment generally will terminate upon the earlier to occur of (a) termination of the merger agreement in accordance with its terms, (b) commencement by DFC Global or any of its affiliates of a lawsuit or other proceeding asserting any claim (whether in tort, contract or otherwise) for payment under or in respect of the merger agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated thereby against any of Lone Star’s representatives other than, solely in the case of the Limited Guarantee and to the extent provided therein, Lone Star (other than Company seeking to cause Parent to enforce the Equity Commitment Letter as contemplated in the following subclause), (c) any person, other than Parent (acting through its board of managers) or DFC Global, seeking to enforce or cause Parent to enforce the Equity Commitment Letter, and (d) payment in full by Lone Star of its obligations under the Limited Guarantee.

Debt Financing

On April 1, 2014, Parent received the Debt Commitment Letter from the Committed Lenders to provide, severally but not jointly, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, senior secured financing consisting of (i) the Bridge Loan Facility in an aggregate principal amount of up to $750 million, and (ii) the $125 million Revolving Credit Facility, of which up to $15 million plus any amount needed to fund any original issue discount or additional upfront fees required to be funded on the closing date of the merger with respect to the Revolving Credit Facility. In addition, the Committed Lenders will provide an aggregate amount of up to $80 million to backstop outstanding letters of credit.

Unless otherwise agreed by the parties, the Debt Commitment Letter will terminate on the earliest to occur of (w) October 1, 2014, (x) the Outside Date (as defined in the merger agreement), (y) the termination of the merger agreement in accordance with its terms in the event the merger is not consummated and (z) the consummation of the merger (regardless of whether either or both of the Debt Facilities are funded on such date).

In lieu of borrowing all or a portion of the Bridge Loan Facility, Parent or an affiliate is expected to issue the Senior Secured Notes in an aggregate principal amount of up to $750 million. Although the terms of the Senior Secured Notes remain subject to negotiation and market conditions, the indentures governing the notes are expected to contain certain customary covenants. The Senior Secured Notes will be offered either pursuant to Rule 144A under the Securities Act to “qualified institutional buyers” (within the meaning of Rule 144A) or pursuant to another applicable exemption from the registration requirements of the Securities Act, in each case without any rights to registration under the Securities Act.

If all or a portion of the Senior Secured Notes are not issued on or prior to the closing date of the merger, the Committed Lenders have committed to provide the Bridge Loan Facility in lieu of any Senior Secured Notes that are not issued. If the Bridge Loan Facility is not paid in full on or before the first anniversary of the completion of the merger (the “Conversion Date”), the senior secured bridge loans will convert into senior secured term loans maturing six years after the completion of the merger (the “Extended Term Loans”). On and after the

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Conversion Date, holders of the Extended Term Loans may require the Borrower to exchange the Extended Term Loans held by such holders for senior secured exchange notes maturing six years after the completion of the merger in an equal principal amount.

The “Borrower” initially refers to an affiliate of Purchaser which, immediately following the merger, will own 100% of the equity of DFC Global.

The debt financing is conditioned on the consummation of the merger in accordance with the merger agreement, as well as other conditions, including, but not limited to:

The Debt Commitment Letter is not subject to a due diligence condition or “market out” condition, which would allow the Committed Lenders to not fund their respective commitments if the financial markets are materially adversely affected.

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Limited Guarantee

Lone Star has provided us with a Limited Guarantee of the full and prompt payment and performance of certain payment obligations of Parent and Purchaser arising under the merger agreement (including payment of the $22,722,000 termination fee) as limited pursuant to the terms of the merger agreement; provided that Lone Star’s liability under the Limited Guarantee will not exceed the sum of $22,722,000, the amount of certain payment obligations of Parent and Purchaser to reimburse DFC Global for expenses incurred in connection with providing assistance to Parent in connection with the debt financing, and the amount of any interest which may be payable under the merger agreement as a result of the late payment of the termination fee payable by Parent.

Interests of DFC Global’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest

In considering the recommendation of the Board with respect to the transaction, you should be aware that our executive officers and directors may have interests in the transactions contemplated by the merger agreement that are different from, or in addition to, those of our stockholders generally. The Board was aware of these interests and considered them, among other matters, in reaching its decisions to approve the merger agreement and the merger and the transactions contemplated by the merger agreement, and to recommend that you vote “FOR” the adoption of the merger agreement (Proposal No. 1) and “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger (Proposal No. 2).

Continued Employment

It is currently expected that the current management of the Company will continue to hold the same positions after the completion of the merger and that any employment agreements in place will be unaffected by the merger.

Treatment of Executive Officer and Director Common Stock

As is the case for any stockholder, the Company’s directors and executive officers will receive the merger consideration for each share of the Company’s common stock that they own at the effective time. For information regarding the beneficial ownership of the Company common stock by each of the Company’s current directors and certain executive officers and all directors and executive officers as a group, see “Security Ownership of Certain Beneficial Owners and Management.”

Accelerated Vesting of Stock Options and Treatment of Restricted Stock Units

Stock Options

The merger agreement generally provides that each stock option that is outstanding immediately before the effective time of the merger will become fully vested and be converted into the right to receive a cash payment equal to (1) the excess, if any, of $9.50, over the per share exercise price of the stock option, multiplied by (2) the number of shares subject to the stock option, without interest and less any applicable tax withholding. Outstanding stock options that have an exercise price equal to or greater than $9.50 will become fully vested and then cancelled as of the effective time of the merger without consideration.

Restricted Stock Units

The merger agreement also provides that each restricted stock unit that is outstanding immediately before the effective time of the merger will become fully vested and cancelled in exchange for the merger consideration for each share of DFC Global common stock subject to the restricted stock unit.

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The following table shows the cash payments that the Company’s directors and executive officers are expected to receive pursuant to the merger agreement with respect to his or her vested and unvested stock options that have an exercise price less than $9.50 and unvested restricted stock units. The amounts in the table are based on the awards held by the executive officers and directors as of     , 2014, and the merger consideration.

See “The Merger Agreement — Treatment of Stock Options and Restricted Stock Units” and “The Merger — Potential Change of Control Payments to Named Executive Officers.”

Director and Officer Indemnification and Insurance

DFC Global’s bylaws provide that it will indemnify and advance expenses to its directors and officers to the fullest extent permitted by Delaware law. DFC Global also maintains directors’ and officers’ liability insurance for the benefit of such persons. In the merger agreement, DFC Global, as the surviving entity in the merger, has agreed to continue such indemnification and expense advancement rights and to purchase an additional six years of coverage under DFC Global’s existing directors’ and officers’ liability insurance policy; provided that it will not be required to maintain more coverage than can be obtained, with respect to each year in such six-year period, for up to 250% of the annual premium paid for such insurance in effect on the date of the merger agreement. See “The Merger Agreement — Other Covenants Under the Merger Agreement.”

Compensation of the Special Committee

The Special Committee consists of three independent and disinterested members of the Board: Messrs. Gavin, Jessick and Kahn. At a meeting of the Board held on April 1, 2014, the Board adopted resolutions providing for a one-time retainer fee of $25,000 to each member of the Special Committee. In addition, in accordance with DFC Global’s director compensation policy, the members of the Board receive reimbursement by DFC Global of all reasonable costs incurred by such member in connection with his or her service on the Special Committee, including, without limitation, travel expenses. In recommending and approving the above compensation, the Board considered, among other things, the numerous meetings which the Special Committee held and the services provided by its members.

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Potential Change of Control Payments to Named Executive Officers

Executive Employment Agreements

DFC Global is party to executive employment agreements with each of Messrs. Weiss, Underwood and Coury. These agreements provide for certain severance payments, benefits and accelerated vesting of equity incentive awards, upon qualifying terminations of employment that occur within 18 months after a change in control with respect to Messrs. Underwood and Coury, and within 24 months after a change in control with respect to Mr. Weiss. The agreements with Messrs. Weiss and Underwood also provide certain “single trigger” change in control benefits. These agreements also provide for lesser severance payments and benefits following qualifying terminations not in connection with a change in control. The merger will constitute a change in control for purposes of these agreements, and these agreements will remain in effect following the merger.

The executive officers’ agreements provide the following change in control payments and benefits:

In addition, pursuant to the Company’s Executive Retention Plan, Messrs. Underwood and Coury could become entitled to the payment of a portion of their respective retention bonuses pursuant to the terms of the plan upon qualifying terminations that occur prior to the scheduled payment dates of such retention bonuses.

The retention plan payments and severance payments are contingent upon the executive executing, and not revoking, a release of claims in favor of DFC Global. The executive employment agreements also include confidentiality, non-competition, non-solicitation, and non-disparagement obligations on the part of the executive. The non-competition and non-solicitation provisions continue for 24 months after a qualifying termination.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Exchange Act, which requires disclosure of information about certain compensation for each “named executive officer” of DFC Global that is based on or otherwise relates to the proposed merger. The compensation described below is referred to as “golden parachute compensation.” The table does not include Kenneth Schwenke, our former President, whose employment terminated on June 30, 2013, or Norman Miller, our former

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Executive Vice President and Chief Operating Officer, whose employment terminated on February 28, 2014. Messrs. Schwenke and Miller will not receive any compensation or benefits in connection with the proposed merger.

The table below sets forth an estimate of the amount of payments and benefits that the named executive officers would receive in connection with the merger, assuming the consummation of the merger occurred on                     , 2014, the latest practicable date prior to the filing of this proxy statement, and the named executive officer experienced a qualifying termination on such date.

The amounts are estimates based on multiple assumptions that may or may not actually occur. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All payments and benefits in the table below are subject to a “double trigger,” meaning they are only provided following a qualifying termination in connection with the proposed merger, other than payments related to Mr. Weiss’s capstone awards, Mr. Underwood’s retention bonus awards, and the accelerated vesting and payments related to the executive’s stock options and restricted stock units, as noted in footnotes to the table, which are payable in connection with the proposed merger with or without a qualifying termination.

Golden Parachute Compensation

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Intent to Vote

To DFC Global’s knowledge, each of DFC Global’s directors and executive officers intends to vote all shares of DFC Global common stock he or she beneficially owns in favor of the Merger Proposal and each of the other proposals.

Appraisal Rights

If the merger is completed, holders of DFC Global common stock who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of their shares of DFC Global common stock by following the procedures summarized below. Holders of DFC Global common stock who wish to exercise their appraisal rights must properly demand appraisal of their shares and otherwise comply with the requirements of Section 262. Strict adherence to the statutory procedures set forth in Section 262 is required for the exercise of appraisal rights in connection with the merger.

Delaware law entitles the holders of record of shares of DFC Global common stock who follow the procedures specified in Section 262 to have their shares appraised by the Delaware Court of Chancery and to receive the “fair value” of those shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the court. The “fair value” could be greater than, less than or the same as the merger consideration.

In order to exercise these appraisal rights, a stockholder must demand and perfect the rights in accordance with Section 262. The following is a summary of the material provisions of Section 262 and is qualified in its entirety by reference to Section 262, a copy of which is attached as Appendix C to this proxy statement. Stockholders should carefully review the full text of Section 262 as well as the information discussed below.

If a DFC Global stockholder elects to exercise the right to appraisal under Section 262, such stockholder must do all of the following:

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Written Demand by the Record Holder

All written demands for appraisal should be addressed to DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, PA 19312, Attention: General Counsel. The written demand for appraisal must be executed by or for the record holder of shares of DFC Global common stock, fully and correctly, as such holder’s name appears on the certificate(s) for the shares owned by such holder. If the shares of DFC Global common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, such as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a holder of record. However, the agent must identify the record owner(s) and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

A beneficial owner of shares of DFC Global common stock held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of the shares. If shares of DFC Global common stock are held through a brokerage firm, bank or other nominee who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the record holder. Any beneficial owner who wishes to exercise appraisal rights and holds shares of DFC Global common stock through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the record holder. The beneficial holder of the shares should instruct the nominee holder that the demand for appraisal should be made by the record holder of the shares, which may be a central securities depository nominee if the shares have been so deposited.

A record holder, such as a broker, bank, fiduciary, depository or other nominee, who holds shares of DFC Global common stock as a nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising such rights with respect to the shares held for other beneficial owners. In such case, the written demand must set forth the number of shares of DFC Global common stock covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of DFC Global common stock held in the name of the record owner.

Notice by the Surviving Corporation

Within 10 days after the effective time of the merger, DFC Global, as the surviving corporation, must give written notice to each holder of DFC Global common stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the Merger Proposal, of the date that the merger became effective.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, DFC Global, as the surviving corporation, or any holder of DFC Global common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all dissenting holders. If no such petition is filed within that 120-day period, appraisal rights will be lost for all holders of DFC Global common stock who had previously demanded appraisal of their shares. DFC Global, as the surviving corporation,

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is under no obligation to and has no present intention to file a petition and holders should not assume that DFC Global, as the surviving corporation, will file a petition or that DFC Global will initiate any negotiations with respect to the fair value of the shares. Accordingly, it is the obligation of the holders of DFC Global common stock to initiate all necessary action to perfect their appraisal rights in respect of shares of DFC Global common stock within the period prescribed in Section 262.

Within 120 days after the effective time of the merger, any holder of DFC Global common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from DFC Global, as the surviving corporation, a statement setting forth the aggregate number of shares not voted in favor of the Merger Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement must be mailed within 10 days after a written request therefor has been received by DFC Global, as the surviving corporation, or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing requirement that a demand for appraisal must be made by or on behalf of the record owner of the shares, a person who is the beneficial owner of shares of DFC Global common stock held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from DFC Global, as the surviving corporation, the statement described in this paragraph.

Upon the filing of such petition by any such holder of shares of DFC Global common stock, service of a copy thereof must be made upon DFC Global, which as the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares has not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to DFC Global and all of the stockholders shown on the Verified List. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs of these notices are borne by DFC Global.

After notice to the stockholders as required by the Delaware Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding and, if any stockholder fails to comply with the direction, the Court of Chancery may dismiss the proceedings as to that stockholder.

Determination of Fair Value

After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court of Chancery will determine the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be

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considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger[.]” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the merger consideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262. Although DFC Global believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither any of the Purchaser Parties nor DFC Global anticipates offering more than the merger consideration to any stockholder of DFC Global exercising appraisal rights, and reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the fair value of a share of DFC Global common stock is less than the merger consideration. In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Upon application by DFC Global or by any DFC Global stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any DFC Global stockholder whose name appears on the Verified List and who has submitted such stockholder’s certificates of stock to the Delaware Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. The Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by DFC Global to the stockholders entitled thereto. Payment will be so made to each such stockholder upon the surrender to DFC Global of such stockholder’s certificates. The Court of Chancery’s decree may be enforced as other decrees in such Court may be enforced.

If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable. Upon application of a stockholder, the Court of Chancery may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all the shares entitled to appraisal. In the absence of such determination or assessment, each party bears its own expenses.

Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 will not, after the effective time of the merger be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of DFC Global common stock as of a date prior to the effective time of the merger.

If any stockholder who demands appraisal of shares of DFC Global common stock under Section 262 fails to perfect, successfully withdraws or loses such holder’s right to appraisal, such stockholder’s shares of DFC

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Global common stock will be deemed to have been converted at the effective time of the merger into the right to receive the merger consideration. A stockholder will fail to perfect, or effectively lose, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 and accept the merger consideration.

If you wish to exercise your appraisal rights, you must not vote in favor of the Merger Proposal, must deliver to DFC Global a written demand for appraisal before the vote is taken on the Merger Proposal and must strictly comply with the procedures set forth in Section 262. If you fail to take any required step in connection with the exercise of appraisal rights, it will result in the termination or waiver of your appraisal rights.

Legal Matter Regarding the Merger

Subsequent to the announcement of the merger, DFC Global was informed that a purported class action lawsuit has been filed by an alleged stockholder of DFC Global in the Delaware Court of Chancery. The defendants include DFC Global, all of its directors and the Purchaser Parties. The complaint generally alleges that, in connection with the merger, the members of the Board breached their fiduciary duties, and that the other defendants knowingly aided and abetted the alleged breaches. The complaint seeks an injunction against the consummation of the merger or, in the event that the merger is consummated, a rescission of the merger or rescissionary damages, and an award of attorneys’ fees and expenses. DFC Global believes that the complaint is without merit.

Material U.S. Federal Income Tax Consequences

The following summary is a general discussion of the material U.S. federal income tax consequences of the merger to “U.S. holders” and “non-U.S. holders” (in each case, as defined below) of DFC Global common stock whose shares of common stock are converted into the right to receive cash in the merger. This summary is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable treasury regulations, judicial authority, and administrative rulings, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences to the holders as described herein. No ruling from the Internal Revenue Service (“IRS”) has been or will be sought with respect to any aspect of the merger. This summary is for the general information of DFC Global’s stockholders only and does not purport to be a complete analysis of all potential tax effects of the merger. For example, it does not consider the effect of any applicable state, local or foreign income tax laws, or of any non-income tax laws (including estate and gift tax). In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation, the acquisition or disposition of shares of common stock other than pursuant to the merger, or the tax consequences to holders of stock options or other equity incentive awards issued by DFC Global which are cancelled or converted, as the case may be, in connection with the merger. Furthermore, this summary applies only to holders that hold their DFC Global common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address all aspects of U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:

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If an entity that is classified as a partnership for U.S. federal income tax purposes holds DFC Global common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding DFC Global common stock and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the merger to them.

U.S. Holders

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of DFC Global common stock that is for federal income tax purposes:

The exchange of DFC Global common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of DFC Global common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis generally will equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of DFC Global common stock (i.e., shares of DFC Global common stock acquired at the same cost in a single transaction). Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period in the shares of DFC Global common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. Capital gains recognized by individuals, trusts and estates also may be subject to a 3.8% federal Medicare contribution tax.

Non-U.S. Holders

A “non-U.S. holder” is a beneficial owner of DFC Global common stock that is not a U.S. holder or a partnership (or any other entity classified as a partnership for U.S. federal income tax purposes). Payments made to a non-U.S. holder in exchange for shares of DFC Global common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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A non-U.S. holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% (or a lower treaty rate) of its effectively connected earnings and profits. A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower treaty rate) on any gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States.

DFC Global believes it has not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the merger.

Information Reporting and Backup Withholding

Payments made in exchange for shares of DFC Global common stock generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 28%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct, and such U.S. holder is not subject to backup withholding. A non-U.S. holder that provides the applicable withholding agent with an IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, will generally establish an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.

THIS SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. DFC GLOBAL URGES YOU TO CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Anticipated Accounting Treatment of the Merger

DFC Global, as the surviving corporation in the merger, will account for the merger as a business combination using the acquisition method of accounting for financial accounting purposes, whereby the fair value of DFC Global will be allocated to the individual assets and liabilities of DFC Global in accordance with FASB Accounting Standards Codification Topic 805, Business Combinations.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement and the other documents referred to in this proxy statement contain or may contain “forward-looking” statements within the meaning of the federal securities laws. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and the other documents referred to and relate to a variety of matters, including but not limited to, (i) the timing and anticipated completion of the merger, (ii) DFC Global’s current views as to future events and financial performance with respect to DFC Global’s operations, including the March forecast, and (iii) other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of DFC Global’s management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those that are referred to in this proxy statement. Additional factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to:

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THE MERGER AGREEMENT

The following is a summary of certain provisions of the merger agreement. The summary is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Appendix A and is incorporated herein by this reference.

The Merger

Upon the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, at the effective time of the merger, Purchaser, a wholly owned subsidiary of Parent created solely for the purpose of engaging in the transactions contemplated by the merger agreement, will merge with and into the Company, and the Company will survive the merger as a wholly owned subsidiary of Parent.

Closing and Effectiveness of the Merger

The closing of the merger will take place on the later of (i) the second business day after the date on which the conditions to its completion have been satisfied or waived and (ii) two business days after the final date of the marketing period (as defined below), unless another date is agreed to in writing by Parent and the Company (such date, the “Scheduled Closing Date”).

The parties will file a certificate of merger with the Secretary of State of the State of Delaware, and the merger will become effective at such time as the certificate of merger is accepted for filing by the Secretary of State or at such later time as may be agreed upon by the Company and Parent and specified in the certificate of merger.

Certificate of Incorporation and Bylaws

The certificate of incorporation and bylaws of the Company will be amended and restated in their entirety at the effective time of the merger in the form agreed by the Company, Parent and Purchaser and shall be the certificate of incorporation and bylaws of the surviving corporation until thereafter amended in accordance with the provisions thereof and as provided by law.

Directors and Officers of the Surviving Corporation

The directors of Purchaser immediately prior to the effective time of the merger will be the initial directors of the Company, as the surviving corporation. The officers of the Company immediately prior to the effective time of the merger will be the initial officers of the Company, as the surviving corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

Merger Consideration

At the effective time of the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than dissenting shares) will be cancelled and automatically converted into the right to receive the merger consideration. The following shares of common stock will not receive the merger consideration, all of which shares will be automatically cancelled without any payment of consideration with respect thereto: (i) shares held by us as treasury stock immediately prior to the effective time of the merger; (ii) shares held by Parent or Purchaser immediately prior to the effective time of the merger; and (iii) shares held by any direct or indirect wholly owned subsidiary of us immediately prior to the effective time of the merger.

Parent, the surviving corporation, the Company, Purchaser and the paying agent will be entitled to deduct and withhold from the consideration otherwise payable to any holder of shares of our common stock, stock options or restricted stock units such amounts for taxes that they are required to deduct and withhold with respect to making such payment under all applicable tax laws.

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Treatment of Stock Options and Restricted Stock Units

The merger agreement provides that, at the effective time of the merger, all options to purchase shares of our common stock that are outstanding immediately prior to the effective time and that are vested or that, upon consummation of the merger, will automatically vest, will be cancelled by us and will be converted into the right to receive a cash payment equal to the excess, if any, of $9.50 per share in cash over the exercise price per share of the option, multiplied by the number of shares subject to the applicable option, without interest and less any applicable withholding tax. If the exercise price per share of any option is $9.50 or greater the holder thereof will not receive any cash payment when the option is cancelled.

The merger agreement provides that, at the effective time of the merger, restricted stock units that are outstanding immediately prior to the effective time will, upon consummation of the merger, become fully earned and vested with respect to 100% of the shares of common stock set forth in the terms of the agreement granting such restricted stock unit and will be converted into the right to receive the merger consideration.

Representations and Warranties

The merger agreement contains representations and warranties made by each of the parties regarding aspects of their respective businesses, financial condition and structure, as well as other facts pertinent to the merger. Our representations and warranties relate to, among other things:

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Each of Parent and Purchaser has made customary representations and warranties with respect to, among other things:

Material Adverse Effect

Many of our representations and warranties and the conditions to complete the merger are subject to a Material Adverse Effect qualification. A “Material Adverse Effect” means any event, change, circumstance,

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occurrence, effect or state of facts that (a) is materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Company and our subsidiaries, taken as a whole, or (b) materially impairs, or prevents or materially delays, the ability of the Company to consummate the merger or any of the other transactions contemplated by the merger agreement; provided, however, that, in the case of clause (a) only, the determination of a Material Adverse Effect shall exclude any event, change, circumstance, occurrence, effect or state of facts (i) generally affecting the industry of the Company in the United States, the United Kingdom or Canada, or the economy or the financial or securities markets of the United States, the United Kingdom or Canada, including effects on such industry, economy or markets resulting from any regulatory and political conditions or developments in general, (ii) any acts of God or calamities, or any outbreak or escalation of hostilities or declared or undeclared acts of war or terrorism, (iii) reflecting or resulting from changes in law or generally accepted accounting principles in the United States (“GAAP”), (iv) any change in the trading price of the Company’s common stock or trading volume (it being understood that any cause of any such change may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a “Material Adverse Effect” has occurred), or (v) any failure of the Company to meet internal or analysts’ expectations or projections (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a “Material Adverse Effect” has occurred); provided that, with respect to clauses (i), (ii) and (iii), to the extent that the impact of such event, change, circumstances, occurrence, effect or state of facts is not disproportionately adverse to the Company and our subsidiaries, taken as a whole, in comparison to similarly situated businesses.

Conduct of Business Pending the Merger

We have agreed that until the effective time of the merger, subject to certain identified exceptions:

We have agreed that until the effective time of the merger, subject to certain identified exceptions, that we will not, and we will not permit any of our subsidiaries to, without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned):

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Other Covenants Under the Merger Agreement

Access to Information; Confidentiality

From April 1, 2014 until the earlier of the effective time of the merger and the date of termination of the merger agreement, we will, and will cause our subsidiaries to, provide to Parent, Purchaser and their respective representatives, reasonable access during normal business hours to our and our subsidiaries’ respective properties, assets, book, contracts, commitments, personnel and records.

Acquisition Proposals; Change in Recommendation of Our Board of Directors

We have agreed that we will not, nor will we permit any of our subsidiaries or our and our subsidiaries’ respective agents or representatives to take any of the following actions, directly or indirectly:

Any violation of the foregoing restrictions by a representative or affiliate of the Company, whether or not such person is purporting to act on our behalf or on behalf of any of our subsidiaries or otherwise, shall be deemed to be a breach of the non-solicitation provisions of the merger agreement by us.

However, this covenant will not prohibit us, at any time prior to obtaining the approval of the merger agreement by our stockholders, from (i) furnishing information regarding the Company and our subsidiaries to a person making an acquisition proposal (subject to the execution of an acceptable confidentiality agreement) and (ii) participating in discussions and negotiations with the person making such acquisition proposal regarding such acquisition proposal if:

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In addition to the obligations set forth above, we are also required to:

The Board has also agreed that neither it nor any of its committees will:

Notwithstanding the foregoing, at any time prior to obtaining approval of the merger agreement by our stockholders, the Board may, if it determines in good faith (after consultation with outside counsel) that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties to the stockholders of the Company under applicable law, taking into account all adjustments to the terms of the merger agreement that may be offered by Parent, (i) withdraw (or modify or qualify in a manner adverse to Parent), or publicly propose to withdraw its recommendation that our stockholders approve the merger agreement, or approve or recommend, or propose publicly to approve or recommend, or resolve to approve or recommend any acquisition proposal, referred to in this proxy statement as a “change of Board recommendation,” in response to either a superior proposal or an intervening event, or (ii) solely in response to a superior proposal received after the date of the merger agreement that was unsolicited and did not otherwise result from a breach of the non-solicitation provisions of the merger agreement, cause the Company to terminate the merger agreement in accordance with its terms and concurrently enter into a binding acquisition agreement with respect to such superior proposal; provided, however, that the Board may not take the actions set forth in (i) or (ii) above, unless:

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provided further that the Board may not effect a change of Board recommendation in response to an intervening event unless:

If applicable, during the four business day period prior to the Board effecting a change of Board recommendation or terminating the merger agreement as referred to above, the Company must, and must cause its financial and legal advisors to, negotiate with Parent in good faith (to the extent Parent seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by the merger agreement proposed by Parent.

As described in this proxy statement, “acquisition proposal” means any proposal or offer with respect to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (i) assets or businesses of the Company and our subsidiaries that generate 10% or more of the net revenues or net income or that represent 10% or more of the total assets (based on fair market value) of the Company and our subsidiaries, taken as a whole, immediately prior to such transaction, or (ii) 10% or more of any class of capital stock, other equity securities or voting power of the Company, any of our subsidiaries or any resulting parent company of the Company, in each case other than the merger and other transactions contemplated by the merger agreement.

As described in this proxy statement, “superior proposal” means any bona fide binding written acquisition proposal that the Board determines in good faith (after consultation with outside counsel and its financial advisor), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, including the financing terms thereof, is (i) more favorable to the stockholders of the Company from a financial point of view than the merger and the other transactions contemplated by the merger agreement (including any adjustment to the terms and conditions proposed by Parent in response to such proposal) and (ii) reasonably likely of being completed on the terms proposed on a timely basis; provided that, for purposes of this definition of “superior proposal,” references in the term “acquisition proposal” to “10%” shall be deemed to be references to “50%.”

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As described in this proxy statement, “intervening event” means a material event or circumstance that was not known to the Board prior to the execution of the merger agreement (or if known, the consequences of which were not known or reasonably foreseeable), which event or circumstance, or any material consequence thereof, becomes known to the Board prior to the receipt of approval for the merger agreement by the Company’s stockholders, provided, however, that in no event shall the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof constitute an intervening event.

Anti-Takeover Statutes

We have agreed not to take any action to cause any anti-takeover law to become applicable to the merger agreement, the merger or any of the other transactions contemplated thereby. If any anti-takeover law or similar law is or becomes applicable to the merger agreement, the merger, or the other transactions contemplated by the merger agreement, the Board has agreed to take all action necessary, to the extent permitted under such law, to ensure that the transactions contemplated by the merger agreement are consummated as promptly as practicable on the terms and conditions set forth in the merger agreement.

Other Covenants

The merger agreement contains a number of mutual covenants, which subject to certain exceptions, obligate us and Parent (and in certain instances, Purchaser), to use reasonable best efforts to take, or cause to be taken those actions that are proper or advisable to consummate and make effective the merger and the other transactions contemplated by the merger agreement, including using reasonable best efforts to accomplish the following:

Indemnification, Exculpation and Insurance

Parent has agreed that the surviving corporation will assume and perform all rights to indemnification existing in favor of the current or former directors and officers of the Company or any of our subsidiaries as provided in the Company’s certificate of incorporation or bylaws in effect on the date of the merger agreement or in any indemnification agreement in effect on the date of the merger agreement and listed in the Company’s disclosure letter. Such rights to indemnification will continue in full force and effect until the expiration of the applicable statute of limitations or, in the case of any indemnification agreement, in accordance with its terms.

The merger agreement further provides that, for a period of six years after the merger, the surviving corporation will indemnify and hold harmless the current or former directors and officers of the Company and

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our subsidiaries against all claims, losses, liabilities, damages, judgments and fines (and reasonable fees, costs and expenses, including attorneys’ fees and disbursements) incurred in connection with any civil, criminal, administrative or investigative action arising out of or pertaining to the fact that such person is or was an officer or director of the Company or any of our subsidiaries with respect to matters existing or occurring at or prior to the effective time of the merger, to the fullest extent permitted by law. Parent also has agreed to cause the surviving corporation to reimburse such indemnified parties from time to time for reasonable costs and for expenses reasonably incurred by the indemnified parties, if the indemnified party agrees to return such amounts to Parent if a court of competent jurisdiction determines that applicable law prohibits such indemnification.

The merger agreement also provides that the surviving corporation will maintain the Company’s current directors’ and officers’ insurance and fiduciary liability insurance coverage for at least six years after the merger; provided that (i) the Company may obtain a prepaid, or tail, insurance policy on the same terms or on terms no less favorable than those in the Company’s current insurance coverage with aggregate premiums for the six-year period not in excess of $1,500,000 or such greater amount as may be agreed in writing by Parent and (ii) if the Company does not purchase such a tail policy, the surviving corporation will not be required to maintain more coverage than can be obtained annually for 250% of the annual premium paid for such insurance in effect on the date of the merger agreement.

Financing

Parent has obtained debt financing commitments in connection with the merger from the Committed Lenders and an equity financing commitment from Lone Star. Parent has agreed to use, and to cause Purchaser to use, reasonable best efforts to obtain the debt and equity financing provided for in the Commitment Letters on the terms and conditions described in such letters. This covenant includes using reasonable best efforts to (i) negotiate definitive agreements with respect thereto, (ii) satisfy on a timely basis all terms and conditions applicable to Parent and Purchaser in the Commitment Letters that are within their or their affiliates’ control, (iii) comply with their obligations under the Commitment Letters and (iv) not take or fail to take any action that would reasonably be expected to prevent or impede or delay the availability of the financing. Parent agrees to use, and to cause Purchaser to use, reasonable best efforts to enforce their rights under the financing commitments, but such obligation does not require them to sue the financing sources to enforce or commence any legal proceedings in relation to the financing commitments. Parent has the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under the debt financing commitment, or substitute other debt or equity financing; provided that any such amendment, replacement, supplement, or other modification to or waiver or replacement may not (i) expand upon the conditions precedent to the financing as set forth in the Debt Commitment Letter in any respect that would make such conditions materially less likely to be satisfied at the consummation of the merger and (ii) be reasonably expected to prevent or cause any delay of the consummation of the merger and the other transactions contemplated by the merger agreement.

If any portion of the financing described in the Commitment Letters becomes unavailable on the terms and conditions contemplated in such Commitment Letters, Parent must promptly notify the Company and is required, in consultation with the Company, to use reasonable best efforts to obtain alternative financing on terms not materially less beneficial in the aggregate to Parent.

Parent has agreed to keep us informed on a regular basis and in reasonable detail of the status of the debt financing, and to provide to us copies of all material agreements related to the financing.

We have agreed to, and we have agreed to cause our subsidiaries to, use reasonable best efforts to cause its and their respective representatives to, at Parent’s expense, provide to Parent and Purchaser with all cooperation reasonably requested by Parent and/or the financing sources in connection with the debt financing, including: (i) participating in a reasonable number of meetings, presentations, due diligence and drafting sessions and reasonably cooperating with marketing efforts; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda,

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business projections, lender and investor presentations, prospectuses and similar documents required in connection with the debt financing; (iii) furnishing as promptly as reasonably practical, certain financial information of the Company and our subsidiaries; (iv) no later than the date of mailing of this proxy statement, satisfying the conditions set forth in the Debt Commitment Letter (to the extent satisfaction of such conditions requires actions by or cooperation of the Company); (v) using reasonable best efforts to obtain customary accountants’ comfort letters and consents to the use of accountants’ audit reports, legal opinions, hedging agreements and other similar documents; (vi) using reasonable best efforts to provide monthly financial statements within 25 days of the end of each month; (vii) executing and delivering, as of the effective time of the merger agreement, any definitive financing documents as may be reasonably requested by Parent in connection with the debt financing and otherwise reasonably facilitating the pledging of collateral, and the replacement or backing of any outstanding letter of credit maintained or provided by the Company or our subsidiaries as of the closing date; (viii) taking all actions necessary to permit the Committed Lenders to conduct audit examinations, appraisals and other evaluations with respect to the current assets and other collateral of the Company and our subsidiaries, and to evaluate the Company’s cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements; and (ix) taking all corporate actions necessary to permit the consummation of the debt financing.

Under the merger agreement, the Company has agreed to allow Parent and its financing sources a period of 15 consecutive business days to market the debt financing (the “marketing period”). The marketing period is a period during and at the end of which (i) Parent and the financing sources have received the Company’s financial and other information required in connection with the debt financing and such information is compliant with all applicable requirements of Regulation S-X and Regulation S-K under the Exchange Act, (ii) nothing has occurred and no condition exists that would cause any of the conditions to the obligations of Parent and Purchaser to complete the merger to fail to be satisfied if the closing were to be held at any time during the marketing period, and (iii) the conditions to the obligations of each party to complete the merger will be satisfied.

The marketing period will (i) exclude July 4, 2014 through and including July 7, 2014 (such days will be disregarded for purposes of calculating the consecutive days consisting of the marketing period, but will not disqualify any period including such days from being “consecutive”) and (ii) must occur either entirely before or entirely after the period from and including August 15, 2014 through and including September 1, 2014. The marketing period will not be deemed to have commenced if (i) prior to the completion of the marketing period, the Company’s independent registered public accounting firm has withdrawn its audit opinion with respect to any of the financial statements contained in the Company’s SEC filings or in the information provided by the Company in connection with the debt financing, in which case the marketing period will not commence unless and until a new unqualified audit opinion is issued with respect to such financial statements, (ii) such financial statements that are available to Parent on the first day of the marketing period would not be sufficiently current on any day during the marketing period to permit a registration statement to be declared effective by the SEC on the last day of such period, or (iii) the Company issues a public statement indicating its intent to restate the historical financial statements of the Company or that such restatement is under consideration or may be a possibility, in which case the marketing period will not commence until such restatement has been completed and the relevant SEC filings of the Company have been amended, or the Company has announced that no such restatement shall be required under GAAP. Further, the marketing period will end on any earlier date on which the debt financing is consummated.

The obligations of Parent and Purchaser to complete the merger and the other transactions contemplated by the merger agreement on the terms and subject to the conditions of the merger agreement are not conditioned upon the availability or consummation of the debt financing or receipt of the proceeds therefrom.

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Existing Indebtedness

The merger agreement provides that the Company, Parent and Purchaser shall take certain actions, and cooperate in specified instances, in respect of the existing indebtedness of the Company and our subsidiaries, including in connection with:

Conditions to the Merger

Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of the following conditions as of the closing:

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In addition, the obligations of Parent and Purchaser to complete the merger are subject to the satisfaction or waiver (to the extent permitted by law) in writing of the following conditions:

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In addition, our obligations to complete the merger are subject to the satisfaction or waiver (to the extent permitted by law) of the following conditions:

Termination of the Merger Agreement

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after our stockholders have approved the merger agreement and before or after the marketing period for the debt financing has expired, as follows: