Obligation Conn s Inc 7.25% ( US208242AB38 ) en USD

Conn s Inc

99.8 % ⇌

Etats-unis

US208242AB38 ( en USD )

7.25% par an ( paiement semestriel )

14/07/2022 - Obligation échue ( La date du prochain call est le 17/11/2018 )

Prospectus brochure de l'obligation Conn s Inc US208242AB38 en USD 7.25%, échue

2 000 USD

250 000 000 USD

208242AB3

B- ( Très spéculatif )

Caa1 ( Risque élevé )

L'Obligation émise par Conn s Inc ( Etats-unis ) , en USD, avec le code ISIN US208242AB38, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2022

L'Obligation émise par Conn s Inc ( Etats-unis ) , en USD, avec le code ISIN US208242AB38, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Conn s Inc ( Etats-unis ) , en USD, avec le code ISIN US208242AB38, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-203226

PROSPECTUS

Conn's, Inc.
Offer to Exchange
Up To $250,000,000 of
7.250% Senior Notes due 2022
That Have Been Registered Under
The Securities Act of 1933 ("new notes")
For
Up To $250,000,000 of
7.250% Senior Notes due 2022
That Have Not Been Registered Under
The Securities Act of 1933 ("old notes")
Terms of the New 7.250% Senior Notes due 2022 Offered in the Exchange Offer:

· The terms of the new notes are identical to the terms of the old notes that were issued on July 1, 2014, except that the new notes will be

registered under the Securities Act of 1933, as amended (the "Securities Act") and will not contain restrictions on transfer, registration
rights or provisions for additional interest.
Material Terms of the Exchange Offer:

· We are offering to exchange up to $250,000,000 of our new notes that have been registered under the Securities Act and are freely

tradable for up to $250,000,000 of our old notes.

· We will exchange an equal principal amount of new notes for all old notes that you validly tender and do not validly withdraw before

the exchange offer expires.

· The exchange offer expires at 5:00 p.m., New York City time, on May 29, 2015, unless extended.

· Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

· Old Notes may be tendered only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

· The exchange offer is subject to certain conditions, see "Exchange Offer--Conditions to Exchange Offer".

· We will not receive any proceeds from the exchange offer.

· There is no existing market for the new notes to be issued, and we do not intend to apply for listing or quotation on any securities

exchange or market.

· The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes.

You should carefully consider the risk factors set forth under "Risk Factors" beginning on page 7 of this prospectus before deciding
whether to participate in the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. Please read "Plan of Distribution."
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 24, 2015
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment
decision, you should rely only on the information contained or incorporated by reference in this prospectus and contained in the accompanying
letter of transmittal. We have not authorized anyone to provide you with any other information. We are not making an offer to sell these securities
or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that
offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the
information contained or incorporated by reference in this prospectus or contained in the accompanying letter of transmittal is accurate as of any
date other than their respective dates.
TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

ii
Prospectus Summary

1
Risk Factors

7
Ratio of Earnings to Fixed Charges
14
Use of Proceeds
15
Exchange Offer
16
Description of Notes
22
Book-Entry Settlement and Clearance
74
Plan of Distribution
77
Certain U.S. Federal Income Tax Consequences
78
Legal Matters
78
Experts
78
Where You Can Find More Information
78
Incorporation of Certain Information by Reference
79
Annex A: Letter of Transmittal
A-1

In this prospectus, except as otherwise indicated or as the context requires, the terms "Conn's," the "Company," "we," "us," "our" and "ours"
refer to Conn's, Inc. together with its consolidated subsidiaries; the term "notes" includes the new notes and the old notes; and the term this
"prospectus" includes the documents incorporated herein by reference.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus.
Such information is available without charge to holders of old notes upon written or oral request made to Conn's, Inc., 4055 Technology Forest
Blvd, Suite 210, the Woodlands, Texas 77381, Telephone: (936) 230-5899. To obtain timely delivery, you must request the information no
later than five business days prior to the expiration of the exchange offer.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus including, without limitation, the documents incorporated by reference herein, contains statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial
performance, business strategy, plans, goals and objectives. Statements containing the words "anticipate," "believe," "could," "estimate," "expect,"
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"intend," "may," "plan," "project," "should," or the negative of such terms or other similar expressions are generally forward-looking in nature and
not historical facts. Although we believe that the expectations, opinions, projections, and comments reflected in these forward-looking statements
are reasonable, we can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other
factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not
limited to: general economic conditions impacting our customers or potential customers; our ability to execute a sale of our loan portfolio or
another strategic transaction on favorable terms; our ability to continue existing customer financing programs or to offer new customer financing
programs; changes in the delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight;
higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores and the updating of existing stores;
technological and market developments and sales trends for our major product offerings; our ability to protect against cyber-attacks or data
security breaches and to protect the integrity and security of individually identifiable data of our customers and our employees; our ability to fund
our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility,
and proceeds from accessing debt or equity markets;
For a discussion of these and other risks and uncertainties, please refer to "Risk Factors" in this prospectus, including the documents
incorporated by reference herein. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development
changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking
statements.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We
disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary
statements.

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Table of Contents
PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be
important to you. This summary is not complete and does not contain all of the information that you should consider before deciding whether
to exchange your old notes. For a more complete understanding of Conn's and the exchange offer, we encourage you to read this entire
document, including "Risk Factors" and the financial and other information included or incorporated by reference in this prospectus, "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and the other documents to which we have referred.
In this prospectus we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued on July 1, 2014 as the
"old notes." We refer to the new notes and the old notes collectively as the "notes."
Conn's, Inc.
We are a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in
addition to a proprietary credit solution for our core credit constrained consumers. We operate an integrated and scalable business through our
retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and
home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a
large, underserved population of credit constrained consumers who typically have limited banking options and have credit scores between 550
and 650. We provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as
affordable monthly payment options, next-day delivery and installation, and product repair services. We believe our large, attractively
merchandised stores and credit solutions offer a distinctive shopping experience compared to other retailers that target our core customer
demographic. For additional discussion of our business, please read the documents listed under "Where You Can Find More Information" and
"Incorporation of Certain Information by Reference."
Our Principal Executive Offices
Our executive offices are located at 4055 Technology Forest Blvd, Suite 210, the Woodlands, Texas 77381. Our telephone number is
(936) 230-5899. We maintain a website at www.conns.com that provides information about our business and operations. Information
contained on or available through our website is not incorporated herein by reference.
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Risk Factors
Participating in the exchange offer and investing in the new notes involves substantial risks. You should carefully consider all the
information contained in this prospectus prior to participating in the exchange offer. In particular, we urge you to consider carefully the
factors set forth under "Risk Factors" beginning on page 7 of this prospectus, "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended January 31, 2015, together with all of the other information included or incorporated by reference in this prospectus.

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Exchange Offer
On July 1, 2014 we completed a private offering of the old notes. In connection therewith, we entered into a registration rights agreement
with the initial purchasers in the private offering in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to
complete the exchange offer within 365 days after the date we issued the old notes.

Exchange Offer
We are offering to exchange new notes for old notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May 29, 2015,
unless we decide to extend it.

Condition to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if
the exchange offer, or the making of any exchange by a holder of the old notes, would
violate any applicable law or interpretation of the staff of the Securities and Exchange
Commission. The exchange offer is not conditioned on a minimum aggregate principal
amount of old notes being tendered.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The
Depository Trust Company, which we call "DTC," for tendering notes held in book-
entry form. These procedures, which we call "ATOP," require that (i) the exchange
agent receive, prior to the expiration date of the exchange offer, a computer generated
message known as an "agent's message" that is transmitted through DTC's automated
tender offer program, and (ii) DTC confirm that:

·
DTC has received your instructions to exchange your old notes for new notes, and

·
you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, please refer to the section in this

prospectus entitled "Exchange Offer--Terms of the Exchange Offer" and "Procedures
for Tendering."
Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date or, if
such old notes have not been accepted for exchange, after the expiration of forty
business days from the date of this prospectus. For a withdrawal to be effective you
must comply with the appropriate procedures of DTC's ATOP system before 5:00 p.m.,
New York City time, on the expiration date of the exchange offer. Please refer to the
section in this prospectus entitled "Exchange Offer--Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New Notes If you fulfill all conditions required for proper acceptance of old notes, we will accept
any and all old notes that you properly tender in the exchange offer on or before 5:00
p.m., New York City time, on

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the expiration date. We will return any old note that we do not accept for exchange for
any reason to you without expense promptly after the expiration date. We will deliver

the new notes promptly after the expiration date. Please refer to the section in this
prospectus entitled "Exchange Offer--Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any proceeds. We are making
this exchange offer solely to satisfy our obligations under our registration rights
agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your old notes in this exchange offer, you will no longer be able
to require us to register the old notes under the Securities Act, except in limited
circumstances provided under the registration rights agreement. In addition, you will not
be able to resell, offer to resell or otherwise transfer the old notes unless we have
registered the old notes under the Securities Act, or unless you resell, offer to resell or
otherwise transfer them under an exemption from the registration requirements of, or in
a transaction not subject to, the Securities Act.

U.S. Federal Income Tax Consequences
The exchange of new notes for old notes in the exchange offer will not be a taxable
event for U.S. federal income tax purposes. Please read "Certain U.S. Federal Income
Tax Consequences."

Exchange Agent
We have appointed U.S. Bank National Association, as Exchange Agent for the
Exchange Offer (the "Exchange Agent"). You should direct questions and requests for
assistance and requests for additional copies of this prospectus or the letter of transmittal
to the Exchange Agent addressed as follows: Attention: Mauri Cowen, U.S. Bank
National Association Corporate Trust Services, 5555 San Felipe #1150 Houston, Texas
77056. Requests by facsimile may be made at (713) 235-9213 and requests by telephone
may be made at (713) 235-9206.

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Terms of the New Notes
The new notes will be identical to the old notes except that the new notes are registered under the Securities Act and will not have
restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old notes, the
same indenture will govern the new notes and the old notes and the new notes and the old notes will be treated as the same class of debt
securities under the indenture.
The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all
information that may be important to you. For a more complete understanding of the new notes, please refer to the section entitled
"Description of Notes" in this prospectus.

Issuer
Conn's, Inc.
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Notes Offered
$250,000,000 aggregate principal amount of 7.250% Senior Notes due 2022.

Maturity
July 15, 2022.

Interest Rate
Interest on the new notes will accrue at a rate of 7.250% per annum.

Interest Payment Dates
Interest on the new notes will be payable semiannually, in cash, in arrears on January 15
and July 15 of each year, beginning on July 15, 2015. Interest on the old notes began to
accrue from July 1, 2014, and interest on the new notes will accrue from the most recent
date to which interest has been paid on the old notes.

Guarantees
All payments on the new notes, including principal and interest, will be jointly and
severally, fully and unconditionally, guaranteed on a senior unsecured basis by each of
our existing and future domestic restricted subsidiaries that are borrowers or guarantors
under our asset-based revolving credit facility (the "ABL Facility").

Ranking
The new notes and guarantees will be unsecured senior obligations and will rank equally
to all of our and the guarantors' future unsecured and unsubordinated indebtedness,
including the old notes, if any, but will effectively be subordinated to all of our and the
guarantors' existing and future secured indebtedness, to the extent of the collateral
securing that indebtedness. The new notes and guarantees will also effectively rank
junior to all liabilities of our existing and future subsidiaries that do not guarantee the
new notes. The new notes and guarantees will rank senior in right of payment to all of
our and the subsidiary guarantors' future subordinated indebtedness.

Optional Redemption
We may redeem any of the new notes beginning on July 15, 2017 at a redemption price
of 105.438% of their principal amount, plus accrued and unpaid interest to the
redemption date. The redemption price will decline each year after 2017 and will be
100% of their principal amount, plus accrued interest, beginning on July 15, 2020. We
may

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also redeem some or all of the new notes before July 15, 2017 at a redemption price of

100% of the principal amount, plus accrued and unpaid interest to the redemption date,
plus an applicable "make-whole" premium.

In addition, before July 15, 2017, we may redeem up to 35% of the aggregate principal
amount of notes with the amount of proceeds of certain equity offerings at 107.250% of
their principal amount plus accrued and unpaid interest to the redemption date. We may
make such redemption only if, after any such redemption, at least 65% of the aggregate
principal amount of notes remains outstanding.

Change of Control
Upon a change of control (as defined under "Description of Notes"), we will be required
to make an offer to purchase the new notes or any portion thereof. The purchase price
will equal 101% of the principal amount of the new notes on the date of purchase plus
accrued and unpaid interest to the repurchase date.

Asset Sale Offer
If we make certain asset sales and do not reinvest the proceeds thereof or use such
proceeds to repay certain debt, we may be required to use the proceeds of such asset
sales to make an offer to purchase the new notes at 100% of their principal amount,
together with accrued and unpaid interest, to the date of purchase. See "Description of
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Notes--Repurchase at the Option of Holders--Asset Sales."

Certain Covenants
The terms of the new notes restrict our ability and the ability of certain of our
subsidiaries (as described in "Description of Notes") to:

·
incur additional indebtedness;

·
pay dividends or make other distributions in respect of, or repurchase or redeem,

our capital stock;

·
prepay, redeem or repurchase debt that is junior in right of payment to the new

notes;

·
make loans and certain investments;

·
sell assets;

·
incur liens;

·
enter into transactions with affiliates; and

·
consolidate, merge or sell all or substantially all of our assets.

However, these limitations are subject to a number of important qualifications and

exceptions. For more details, see "Description of Notes."

Many of the covenants in the indenture that will govern the new notes will be suspended
if the new notes are rated "investment grade" by either of Standard & Poor's Rating

Services or Moody's Investor Services, Inc. and no default or event of default has
occurred and is continuing.

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Transfer Restrictions; Absence of a Public Market for The new notes generally will be freely transferable, but will also be new securities for
the Notes
which there will not initially be a market. There can be no assurance as to the
development or liquidity of any market for the new notes. We do not intend to apply for
a listing of the notes on any securities exchange or any automated dealer quotation
system.

Trustee
U.S. Bank National Association.

Risk Factors
Investing in the new notes involves risks. See "Risk Factors" beginning on page 7 of this
prospectus for a discussion of certain factors you should consider in evaluating an
investment in the new notes.

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RISK FACTORS
You should carefully consider the information included or incorporated by reference in this prospectus, including the matters addressed
under "Cautionary Statement Regarding Forward-Looking Statements" and "Incorporation of Certain Information by Reference" and the
following risks before investing in the new notes. In addition, you should read the risk factors listed under "Risk Factors" in Item 1A in our
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Annual Report on Form 10-K for the fiscal year ended January 31, 2015, which is incorporated by reference in this prospectus.
We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below and in the other
documents incorporated by reference into this prospectus, any of which could materially and adversely affect our business, financial condition,
cash flows, and results of operations, are not the only risks we face. We may experience additional risks and uncertainties not currently known to
us, or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely
affect our business, financial condition, cash flows, and results of operations.
Risks Relating to the Exchange Offer
Your old notes will not be accepted for exchange if you fail to follow the exchange offer procedures.
We will not accept your old notes for exchange if you do not follow the exchange offer procedures. We are under no duty to give notification
of defects or irregularities with respect to the tenders of old notes for exchange. If there are defects or irregularities with respect to your tender of
old notes, we will not accept your old notes for exchange.
If you do not exchange your old notes, there will be restrictions on your ability to resell your old notes.
Following the exchange offer, old notes that you do not tender, that we do not accept or that do not qualify to be registered in a "shelf"
registration form will continue to be subject to transfer restrictions. Absent registration, any untendered old notes may therefore only be offered or
sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws or pursuant to an effective registration statement. If no such exemption is available, you will not be able to sell your old notes.
Your ability to transfer the new notes may be limited by the absence of an active trading market, and no active trading market may develop for
the new notes.
We do not intend to apply for a listing of the new notes on a securities exchange or on any automated dealer quotation system. There is
currently no established market for the new notes, and we cannot assure you as to the liquidity of markets that may develop for the new notes, your
ability to sell the new notes or the price at which you would be able to sell the new notes. If such markets were to exist, the new notes could trade
at prices that may be lower than their principal amount or lower than the purchase price of the old notes depending on many factors, including
prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. An active market for the new
notes may not develop or, if developed, may not continue. Historically, the market for non-investment grade debt has been subject to disruptions
that have caused substantial volatility in the prices of securities similar to the new notes. The market, if any, for the new notes may experience
similar disruptions and any such disruptions may adversely affect the prices at which you may sell your new notes.
Certain persons who participate in the exchange offer must deliver a prospectus in connection with resales of the new notes.
Based on interpretations of the staff of the SEC contained in the Exxon Capital Holdings Corporation no action letter (available May 13,
1988), as interpreted in the Shearman & Sterling no action letter (available

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July 2, 1993) and the Morgan Stanley & Co. Incorporated no action letter (available June 5, 1991), we believe that you may offer for resale, resell
or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However,
in some instances described in this prospectus under "Plan of Distribution," certain holders of new notes will remain obligated to comply with the
registration and prospectus delivery requirements of the Securities Act to transfer the new notes. If such a holder transfers any new notes without
delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities
Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against this liability.
Risks Relating to Our Indebtedness and the Notes
Our obligations under our indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations under the notes.
As of January 31, 2015, we primarily finance our customer receivables through our ABL Facility, which has a capacity of $880.0 million and
matures in November 2017. We had $529.2 million outstanding under our ABL Facility, including standby letters of credit issued as of January 31,
2015. Our level of indebtedness could have important consequences for you, including:

· increasing our vulnerability to general adverse economic and industry conditions;

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· requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our

indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business
opportunities;

· making it more difficult for us to satisfy our obligations with respect to the notes;

· restricting us from making strategic acquisitions or investments or causing us to make non-strategic divestitures;

· limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service

requirements, acquisitions and general corporate or other purposes;

· limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a

competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take
advantage of opportunities that our leverage prevents us from exploiting; and

· exposing us to variability in interest rates, as our ABL Facility bears interest at variable rates determined by prevailing interest rates and

our leverage ratio.
If we are unable to meet our debt obligations, we could be forced to restructure or refinance such obligations, seek additional equity
financing or sell assets, which we may not be able to do on satisfactory terms or at all. As a result, we could default on those obligations, which
could prevent or impede us from fulfilling our obligations under the notes.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur additional debt. This could further increase the risks
associated with our substantial leverage.
We are able to incur additional indebtedness. Although the credit agreement governing our ABL Facility and the indenture governing the
notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions,
and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that
ranks equally with the notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with you in any proceeds
distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the
effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute
indebtedness. If we incur additional indebtedness, the related risks that we now face could increase. See "Description of Notes."

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To service our indebtedness, we will require a significant amount of cash. We may not be able to generate sufficient cash flow to meet our debt
service obligations, including the notes.
Our ability to generate sufficient cash flow from operations to make scheduled payments on our indebtedness, including without limitation
any payments required to be made under our ABL Facility or to holders of the notes, and to fund our operations, will depend on our ability to
generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors
that are beyond our control.
If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of
principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, including the notes,
selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot provide assurance that any refinancing
would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that
additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various
debt instruments, then in effect. The credit agreement that governs the ABL Facility and the indenture that governs the notes restrict our ability to
dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay
other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to
meet any debt service obligations then due. See "Description of Notes."
Our ability to refinance would also depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash
flow to satisfy our debt obligations, including the notes, or to refinance our obligations on commercially reasonable terms or on a timely basis,
would have an adverse effect on our business, results of operations and financial condition.
If we cannot make scheduled payments on our debt, we will be in default and holders of the notes could declare all outstanding principal and
interest to be due and payable, the lenders under the ABL Facility could terminate their commitments to loan money, the lenders could foreclose
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424B3
against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing
your investment in the notes.
We may not be able to satisfy our obligations to holders of the notes upon a change of control.
In the event of a change of control, each holder of the notes may require us to purchase all or a portion of its notes at a price equal to 101% of
the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase. However, certain events involving a change of
control will result in an event of default under our ABL Facility and may result in an event of default under other indebtedness that we may have
at the time of any such event. In addition, the purchase of the notes prior to their stated maturity would be an event of default under our ABL
Facility. An event of default under our ABL Facility or other indebtedness could result in an acceleration of such indebtedness and a cross default
and acceleration of indebtedness under the notes. We cannot assure you that we would be able to repay such accelerated indebtedness or obtain
necessary consents under the ABL Facility to avoid an event of default and be able to repurchase the notes in connection with a change in control.
Repurchasing the notes in connection with a change in control may therefore result in us having to refinance our other outstanding debt, which we
may not be able to do. Further, even if we were able to refinance this debt, the refinancing may not be on terms favorable to us.
The change of control provision in the indenture governing the notes may not protect you in the event we consummate a highly leveraged
transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control under the
indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change of the
magnitude required under the definition of change of control in the indenture to trigger our obligation to repurchase the

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notes. Except as described above, the indenture does not contain provisions that permit the holders of the notes to require us to repurchase or
redeem such notes in an event of a takeover, recapitalization or similar transaction.
Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased by us has
occurred following a sale of "substantially all" of our assets.
Specific kinds of change of control events require us to make an offer to repurchase all of our outstanding notes. The definition of change of
control includes a phrase relating to the sale, lease or transfer of "all or substantially all" the assets of Conn's and its restricted subsidiaries taken as
a whole. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of
notes to require us to repurchase such notes as a result of a sale, lease or transfer of less than all of the assets of Conn's and its restricted
subsidiaries taken as a whole to another individual, group or entity may be uncertain.
If we do not comply with the covenants in the credit agreement that governs our ABL Facility and the indenture governing the notes, we may
not have the funds necessary to pay all of our indebtedness that could become due.
The credit agreement governing our ABL Facility and the indenture governing the notes contain a number of restrictive covenants that impose
significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest,
including restrictions on our ability to:

· incur additional indebtedness;

· pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock;

· prepay, redeem or repurchase certain debt;

· make loans and certain investments;

· sell assets;

· incur liens;

· enter into transactions with affiliates; and

· consolidate, merge or sell all or substantially all of our assets.
In addition, the restrictive covenants in the credit agreement governing our ABL Facility require us to maintain specified financial ratios,
including a maximum leverage ratio and minimum fixed charge coverage ratio, and satisfy other financial condition tests. Our ability to meet those
financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them.
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Document Outline

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