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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2018

393876025_atlc.jpg
Atlanticus Holdings Corporation
(Exact name of registrant as specified in its charter)

Georgia
 
000-53717
 
58-2336689
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328
(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨






Item 7.01.
Regulation FD Disclosure.

On June 13, 2018, Atlanticus Holdings Corporation (the “Company”) announced the closing of a $100 million asset-backed, revolving credit facility with Credit Suisse, a leading financial services provider. The Company’s press release regarding the new financing is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Exhibit 99.1 contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations and are subject to the limitations listed therein and in the Company’s other SEC reports, and actual events or results may differ materially from those in the forward-looking statements.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.
 
(d)           Exhibits

Exhibit
Number
Description of Exhibit
99.1
Press Release issued by Atlanticus Holdings Corporation on June 13, 2018.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
ATLANTICUS HOLDINGS CORPORATION
 
 
 
 
 
Date: June 13, 2018
 
By:
/s/ William R. McCamey
 
 
 
Name:
William R. McCamey
 
 
 
Title:
Chief Financial Officer
            





EXHIBIT INDEX
Form 8-K
June 13, 2018


 
 
 
 
Filed
Exhibit No.
 
 
Description
 
Herewith
 
By Reference
99.1
 
 
X
 
 



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Section 2: EX-99.1 (PRESS RELEASE)

Exhibit


Exhibit 99.1
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ATLANTICUS HOLDINGS CORPORATION CLOSES $100 MILLION REVOLVING CREDIT FACILITY WITH CREDIT SUISSE TO SUPPORT THE FORTIVA® BRAND

ATLANTA, GA, June 13, 2018 -- Atlanticus Holdings Corporation (NASDAQ: ATLC) (“Atlanticus”, “we”, “our” or “us”), a technology enabled consumer finance company, today announced the closing of a $100 million asset-backed, revolving credit facility with Credit Suisse, a leading financial services provider. The new facility allows for a total of $190 million in committed debt capital (when combined with existing facilities) to fund our investments in Fortiva® branded general-purpose credit card receivables.

The revolving credit facility follows the closing of our previous $90 million revolving credit facility with TowerBrook Capital Partners L.P. (“TowerBrook”), a transatlantic investment management firm, provided by TowerBrook's Structured Opportunities Fund. Both facilities established a program under which we sell certain credit card receivables acquired by us to a consolidated trust in exchange for notes issued by the trust. The notes are secured by the receivables and other assets of the trust.

“This new credit facility provides us with the additional capacity to continue our growth as we work to enable financial institutions to empower millions of financially underserved Americans,” said Jeff Howard, President, Atlanticus Holdings Corporation.

About Atlanticus Holdings Corporation
Founded in 1996, our businesses, including the Fortiva® branded products, utilize proprietary analytics and a flexible technology platform to enable financial institutions to provide various credit and related financial services and products to the financially underserved consumer credit market. We apply the experience gained and infrastructure built from servicing over 17 million customers and $25 billion in consumer loans over our 22-year operating history to support lenders that originate a range of consumer loan products. These products include retail credit, personal loans, and credit cards marketed through our omni-channel platform which includes, retail point-of-sale, direct mail solicitation, Internet-based marketing and partnerships with third parties.
About TowerBrook Capital Partners
TowerBrook Capital Partners L.P. is a transatlantic investment management firm headquartered in New York and London that has in excess of $7.0 billion in assets under management. It is an entrepreneurial firm that invests across industries, and it is focused on partnering with talented management teams to build industry leading franchises. TowerBrook invests in buyouts and other control-oriented investments out of its private equity funds and in minority preferred equity positions and other non-control or structured investments out of its structured opportunities funds. For more information, visit www.towerbrook.com.

Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning growth and funding strategies.  Although Atlanticus believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and you should not place undue reliance on such statements. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the timing and financing of originations; and other risk factors detailed from time to time in Atlanticus’ reports filed with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. Atlanticus undertakes no obligation to update or revise any forward-looking statement, except as may be required by law.




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