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ACE Cash Express announces exchange, tender offers for outstanding senior secured notes

isoffering to exchange any and all of its $252.2 million of 11% senior securednotes due 2019 for its new 11% senior secured notes due 2022.

The aggregateprincipal amount does not include the $79.8 million of the 2019 notes held byFSH Funding Co. LLC, an affiliate of JLL Partners Inc., which will not participate in theexchange offer but will instead exchange its notes for the new ones under aseparate exchange agreement with ACE Cash Express.

Noteholderswho validly tender and do not validly withdraw their 2019 notes at or before 5 p.m.ET on Oct. 11 will be eligible to receive $1,000 of the 2022 notes for eachtendered $1,000 of the 2019 notes, which includes a $50 early tender premium.Noteholders who validly tender and do not validly withdraw their 2019 notesafter the early tender time but at or before 11:59 p.m. ET on Oct. 25 will beeligible to receive $950 of the 2022 notes for each tendered $1,000 of the 2019notes.

Noteholderswho have their 2019 notes accepted for exchange will not receive any cash forany accrued and unpaid interest. The 2022 notes, however, will accrue interestfrom Aug. 1, the first day of the current interest period of the 2019 notes.

Concurrentwith ACE Cash Express' exchange offer, FSH Funding is offering to purchase upto $73.5 million of the $252.2 million of outstanding 2019 notes, plus accruedand unpaid interest on those notes from Aug. 1, to but excluding, thesettlement date. Likewise, FSH Funding's offer does not include the $79.8million of the 2019 notes that it holds.

Holders ofthe 2019 notes who wish to participate in FSH Funding's offer will receive anamount of cash under a modified Dutch auction process, which specifies theminimum amount that a noteholder wishes to receive for each $1,000 of tendered2019 notes. The indicative offer price can be no less than $450 per $1,000 ofthe 2019 notes. Submissions that fail to specify an indicative offer price orthat specify an indicative offer price outside the offer price range will betreated as a submission at the minimum offer price.

Noteholderswho validly tender and do not validly withdraw their 2019 notes at or before 5p.m. on Oct. 11 will be eligible to receive an early tender premium of $50 per$1,000 of the 2019 notes. Noteholders who validly tender and do not validlywithdraw their 2019 notes after the early tender time but at or before 11:59p.m. ET on Oct. 25 will not be eligible to receive the early tender premium.