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LAS VEGAS-A nightclub and 11 pawnshops here are shifting to Texas-based owners. Ricks Cabaret International, a Houston-based publicly traded operator of “upscale gentlemen’s clubs” has acquired the Scores-Las Vegas nightclub while Ezcorp, a Houston-based operator of some 800 pawnshops and payday loan centers has agreed to acquire 11 Vegas-area pawnshops.

In the nightclub deal, Rick’s says it acquired the club and an option to purchase the land where it is located for $12 million in cash, a two-year $3 million promissory note at 8% interest with the initial payment due in April 2009, and issuance of 200,000 restricted shares of Rick’s Cabaret common stock. The agreement contains a “put” clause under which the seller, DI Food & Beverage of Las Vegas LLC, shall have the right after seven months to have Rick’s Cabaret purchase up to 6,250 shares per month at a price equal to $20 per share, until 150,000 of the shares have been purchased for an aggregate of $3 million.

The final terms for the purchase of this club are more attractive than those it had negotiated earlier. Under terms of the original agreement to purchase Scores-Las Vegas, Rick’s Cabaret had agreed to pay $16 million in cash and sign a $5 million convertible debenture bearing four percent interest. The original agreement was later amended to reflect a cash payment of $12 million, a $5 million convertible debenture bearing 4% interest, and a non-convertible promissory note for $4 million at 8% interest.

Ezcorp says it will acquire approximately $6.6 million of pawn loans, $2.2 million of inventory, $1.2 million of auto title loans and all other operating assets at the eleven locations for a total purchase price of $34.5 million. Half of the purchase price will be paid with the issuance of EZCORP’s Class A Non-voting Common Stock and half in cash.

The pawnshops are located in Las Vegas and the adjoining community of Henderson and operate under the Pawn Plus and ASAP Pawn brands. The acquisition is expected to close by early November. The seller Craig McCall, the landlord at eight of the locations going forward, is slated to join Ezcorp “in a long term consulting capacity.”

Ezcorp’s top executive Joe Rotunda says the stores it has agreed to acquire have an average pawn portfolio of roughly $600,000 per store, almost three times our chain average, and on a pro forma basis, generated approximately $5.5 million of EBITDA during the last twelve months. He expects the stores to contribute $0.05 to $0.06 in earnings per share in fiscal 2009.

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