SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

 HUNTON & WILLIAMS LLP

FOUNTAIN PLACE

 1445 ROSS AVENUE

SUITE 3700

 DALLAS, TEXAS 75202-2799

 TEL 214 • 979 • 3000

FAX 214 • 880 • 0011

 December 23, 2013

 Ms. Mara Ransom

Assistant Director

 United States Securities and
Exchange Commission

 101 F Street, NE

Washington, D.C. 20549

Re:
Cash America International, Inc.

Registration Statement on Form S-4

Filed November 12, 2013

File No. 333-192279 (the “Registration Statement”)

 Ladies and Gentlemen:

 On behalf of Cash America International, Inc. (the
“Company”), we are transmitting the following responses of the Company to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the letter of Ms. Mara
Ransom, Assistant Director, dated December 12, 2013 (the “Comment Letter”), regarding the Registration Statement referenced above. The Company is filing on EDGAR these responses concurrently with the filing of Amendment No. 1 to
the Registration Statement (the “Amendment”). The Amendment incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each comment in italics prior to the response.

The references to page numbers in the headings are to the original Registration Statement, and all references to page numbers in the
Company’s responses below are to the Amendment. All references in this letter to “exchange offer” refer to the exchange offer being registered by the Registration Statement.

 General

1.
We note that you are registering the New Notes in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1998). See
also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you
are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

 United States Securities and Exchange Commission

Ms. Mara Ransom

 December 23, 2013

Page 2

Company Response:

The new notes are intended to be registered in reliance on the position that the Staff enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter
(April 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley Letter”), and Shearman & Sterling, SEC No-Action Letter (July 2,
1993) (the “Shearman & Sterling Letter,” and together with the Exxon Capital Letter and the Morgan Stanley Letter, the “Exxon Capital line of letters”). The Company has provided the Staff with a supplemental letter
attached as Appendix A to this letter. The supplemental letter states that the Company is registering the exchange offer in reliance on the Staff’s position contained in the Exxon Capital line of letters and includes the representations
contained in the Morgan Stanley Letter and the Shearman & Sterling Letter.

2.
As currently represented, the offer could be open for less than 20 full business days due to the 5:00 p.m. expiration time instead of an expiration time of midnight
on what ultimately may be the twentieth business day following commencement. See Question and Answer Eight in Exchange Act Release No. 16623 (March 5, 1980). Please confirm that the offer will be open at least through midnight on the twentieth
business day. See Rule 14d-1(g)(3).

Company Response:

The Company confirms that the exchange offer will be open at least through midnight on the twentieth business day to ensure compliance with Rule 14d-1(g)(3) of the
Securities Exchange Act of 1934, as amended.

 The Exchange Offer, page 51

Exchange of Old Notes for Notes or Return of Old Notes, page 56

3.
We note the disclosure indicating that you will issue the Notes “promptly after acceptance” of the old notes. Rule 14e-1(c) requires that you exchange the
notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise here and throughout the document, as necessary.

 United States Securities and Exchange Commission

Ms. Mara Ransom

 December 23, 2013

Page 3

Company Response:

The disclosure in the Amendment has been revised to provide that the Company will exchange the notes or return the old notes promptly upon expiration or termination of
the exchange offer.

 Modification or Termination of Exchange Offer, page 56

4.
We note that you may determine in your “sole judgment” whether certain offer conditions have occurred or are satisfied. Please revise to include an
objective standard for the determination of whether a condition has been satisfied.

Company Response:

The disclosure in the second bullet point in the “Modification or Termination of Exchange Offer” section on page 56 of the Amendment has been revised as
follows:

 any government or governmental authority, domestic or foreign, brings or threatens any
legal action or threatens to enact any law seeking to prohibit the exchange offer or assessing or seeking any damages as a result of the exchange offer, or resulting in a material delay in our ability to accept any of the old notes for exchange; or
if such legal action or law would result in the holders of Notes having obligations with respect to resales and transfers of Notes that are greater than those we described above in the interpretations of the staff of the SEC or would otherwise make
it inadvisable to proceed with the exchange offer; or

 Description of the Notes, page 59

Guarantors, page 60

5.
It appears that you have provided the narrative disclosure set forth in Note 1 to Rule 3-10(f) of Regulation S-X in exhibits 99.1 and 99.2 to the Form 8-K filed on
November 12, 2013. Please tell us whether each of your subsidiary guarantors is 100% owned by you, with a view to clarifying your eligibility to rely on Rule 3-10(f) of Regulation S-X. In this regard, we note that the definitions of
“Subsidiary” and “Domestic Subsidiary,” as set forth in the indenture dated May 15, 2013, appear to contemplate subsidiary entities that are not wholly owned by you.

 United States Securities and Exchange Commission

Ms. Mara Ransom

 December 23, 2013

Page 4

Company Response:

All of the subsidiary guarantors are 100% owned by the Company except RATI Holding, Inc. (“RATI”). The Company owns 90.1% of RATI, and RATI’s business
operations were discontinued in September 2001. RATI has no independent assets or liabilities and no revenue or operating activities for the years ended December 31, 2012, 2011 or 2010, or for the nine months ended September 30, 2013. The
assets and operations for all periods referenced in the Registration Statement related to RATI were zero, except for operations during 2010 that only included immaterial wind-down expenses. Since this is the case, and in order to simplify this
issue, the Company has dissolved RATI pursuant to a Certificate of Termination filed with the Texas Secretary of State on December 18, 2013. As a result, all of the remaining subsidiary guarantors are 100% owned by the Company. The Company
advises the Staff that such dissolution was permitted in accordance with Section 5.01(6)(ii) of the Indenture, which permits the dissolution of non-wholly-owned subsidiaries, subject to certain requirements which were satisfied. Based on these
facts, the Company respectfully submits that it is eligible to rely on Rule 3-10(f) of Regulation S-X.

6.
We note that your subsidiary guarantors may in some circumstances be released from their obligations to guarantee the Exchange Notes issued in your offering. In
order to rely on the exceptions contained in Rule 3-10 of Regulation S-X, subsidiary guarantors may only be released from their guarantees in customary circumstances. In light of the above, please provide us with your analysis as to how the
guarantees constitute “full and unconditional” guarantees, with a view to understanding how the guarantees satisfy the requirements of Rule 3-10 of Regulation S-X. In your analysis, please focus on Section 10.09(2) of the Indenture
filed as Exhibit 4.1 to the Form 8-K filed on May 15, 2013.

Company Response:

 The terms of the Company’s subsidiary guarantees are specified in Article 10 of the Indenture governing the notes. Each of the subsidiary
guarantees is intended to be “full and unconditional” for purposes of Rule 3-10(h)(2) of Regulation S-X. Rule 3-10(h)(2) requires that “when an issuer of a guaranteed security has failed to
make a scheduled payment, the guarantor is obligated to make the scheduled payment immediately and, if it doesn’t, any holder of the guaranteed security may immediately bring suit directly against the guarantor for payment of all amounts due
and payable.” This concept is further explained in the adopting release for Rule 3-10 of Regulation S-X, which makes clear that a guarantee can be full and unconditional even if it includes a savings clause related to bankruptcy or fraudulent
conveyance, and specifically states that the full and unconditional status would not be defeated if the guarantee provides that it is enforceable “to the fullest extent permitted by law.” In addition,

 United States Securities and Exchange Commission

Ms. Mara Ransom

 December 23, 2013

Page 5

Section 2510.5 (“Section 2510.5”) of the Financial Reporting Manual of the Division of Corporate Finance notes that registrants may rely on Rule 3-10 of Regulation S-X when the
guarantee may be automatically released under customary circumstances. Section 2510.5 identified six guarantee release provisions that are considered customary circumstances, although the list is not exhaustive.

The subsidiary guarantee release provisions are contained in Section 10.09 of the Indenture. The Company respectfully submits that the subsidiary guarantee release
provisions contained in the Indenture are customary in accordance with the Staff’s guidance set forth in Section 2510.5 and the Company believes that it is therefore entitled to avail itself of the relief provided by Section 2510.5. A
detailed discussion of each release provision in relation to the Staff’s guidance is as follows:

Section 10.09(1): Section 10.09(1) of the Indenture provides for termination of a subsidiary guarantee upon “a sale or other disposition
(including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Guarantor) otherwise permitted by the Indenture.”
Section 2510.5 recognizes that a customary release provision is that if “the subsidiary is sold or sells all of its assets,” and that is the circumstance contemplated by Section 10.09(1) of the Indenture. The Company respectfully
submits that the parenthetical phrases “including by way of consolidation or merger” and “in each case other than to the Company or a Guarantor” do not cause this release provision to be non-customary and understands that the
Staff has accepted similar indenture language in Atlas Pipeline Partners, L.P. correspondence (available September 3, 2013), DriveTime Automotive Group, Inc. correspondence (available July 30, 2013), and CDW Corporation correspondence
(available January 21, 2012).

Section 10.09(2): Section 10.09(2) of the Indenture (“Section 10.09(2)”) provides for termination of a subsidiary guarantee upon, “if
the Note Guaranty was required pursuant to the terms of the Indenture, the cessation of the circumstances requiring the Note Guaranty (such termination to include, for the avoidance of doubt, the case of any discharge and release of a Guarantor from
its guarantee of Indebtedness under each Principal Credit Facility, provided that such Guarantor is not a borrower under or otherwise obligated under any Principal Credit Facility after giving effect to such discharge and release and
provided, further that, if, in connection with any such release of a Guarantor, any lender or agent under a Principal Credit Facility is paid any remuneration as consideration for such release, then such remuneration shall be
concurrently paid, on the same terms, ratably to each Holder in connection with the termination of the Note Guaranty of such Guarantor).” Section 2510.5 recognizes that a customary release provision is that the “subsidiary’s
guarantee of other indebtedness is terminated or released,” and that is the circumstance contemplated by Section 10.09(2), as more fully discussed below.

 United States Securities and Exchange Commission

Ms. Mara Ransom

 December 23, 2013

Page 6

Section 10.09(3): Section 10.09(3) of the Indenture provides for the termination of a subsidiary guarantee upon the “defeasance or discharge of
the Notes, as provided in “Defeasance and Discharge.”” Section 2510.05 recognizes a customary release provision is “the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been
satisfied” and that is the circumstance contemplated by Section 10.09(3) of the Indenture.

In response to the Staff’s comments to specifically focus on the subsidiary guarantee release provisions contained in Section 10.09(2), the Company
respectfully submits that the release of a subsidiary guarantor pursuant to Section 10.09(2) is consistent with the third bullet point example in Section 2510.5, and thus is a customary circumstance under which a guarantee may be released.
In that regard, the Company notes that the release provision contained in Section 10.09(2) contains the following: “if, in connection with any such release of a Guarantor, any lender or agent under a Principal Credit Facility is paid any
remuneration as consideration for such release, then such remuneration shall be concurrently paid, on the same terms, ratably to each Holder in connection with the termination of the Note Guaranty of such Guarantor.” This means that if, in
connection with such release of a subsidiary guarantor under a Principal Credit Facility, there is remuneration paid to the lender or agent under the Principal Credit Facility, the subsidiary guarantee is permitted to be released only if each holder
of the notes is also paid, ratably, such remuneration so that the note holders are treated the same as the lenders under the Principal Credit Facilities. Consequently, this clause acts for the benefit of the noteholders as a further limitation upon
release of the guarantees upon termination of a subsidiary guarantor’s obligations under the Company’s Principal Credit Facilities rather than as an independent basis upon which a release may be obtained. Consequently, as a more limited
right, the Company respectfully submits that Section 10.09(2) falls well within what would be customary circumstances for a guarantee release.

 We understand that the Staff has accepted indenture language as coming within the “sale” example in the first bullet point of
Section 2510.5 where the release of the subsidiary guarantee upon a sale of the guarantor was permitted under the indenture only if the proceeds of the sale were applied in accordance with the terms of the indenture to pay down secured debt and
senior debt and for other purposes, including the application of any sales proceeds in excess of $25 million to repurchase notes issued under the indenture and repay other pari passu indebtedness, thus conditioning the “sale”
example in the first bullet point of Section 2510.5 upon this further limitation upon the release of the guarantor. See Atlas Pipeline Partners, L.P. correspondence (available September 3, 2013). The Company respectfully submits that the
limitation upon the release of the Company’s subsidiary guarantees discussed in the preceding paragraph is analogous to the more limited right in the Atlas Pipeline Partners

 United States Securities and Exchan