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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): November 2, 2018

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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 1.01.
Entry into a Material Definitive Agreement.

On November 2, 2018, FRC Funding Corporation (“FRC”), a subsidiary of Atlanticus Holdings Corporation (the “Company”), entered into an agreement to transfer certain Fortiva® branded retail point-of-sale receivables to a trust and securitize such receivables through the sale of asset backed securities (“ABS”) (the Fortiva Retail Credit Master Note Business Trust Series 2018-One). The ABS are secured by the receivables and other assets of the trust. The trust issued notes for an aggregate amount of $167.3 million to unaffiliated third parties. The terms of the ABS allow for a two-year revolving structure with a subsequent 18-month amortization period. The weighted average interest rate on the securities is 5.76%.

The ABS are subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the information contained in Item 1.01 of this Current Report is
incorporated by reference into this Item 2.03.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)           Exhibits

Exhibit
Number
Description of Exhibit
99.1
Press Release issued by Atlanticus Holdings Corporation on November 5, 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: November 5, 2018
 
By:
/s/ William R. McCamey
 
 
 
Name:
William R. McCamey
 
 
 
Title:
Chief Financial Officer






EXHIBIT INDEX
Form 8-K
November 5, 2018


 
 
 
 
Filed
Exhibit No.
 
 
Description
 
Herewith
 
By Reference
 
99.1
 
 
X
 
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

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ATLANTICUS HOLDINGS CORPORATION CLOSES SALE OF $167.3 MILLION ASSET BACKED SECURITIZATION TO SUPPORT THE FORTIVA® BRAND

ATLANTA, GA, November 5, 2018 -- Atlanticus Holdings Corporation (NASDAQ: ATLC) (“Atlanticus”, “we”, “our” or “us”), a technology enabled consumer finance company, today announced an agreement to sell $167.3 million of asset backed securities (“ABS”) secured by Fortiva® branded retail point-of-sale receivables (the Fortiva Retail Credit Master Note Business Trust Series 2018-One). The transaction represents the first term ABS issuance sponsored by us since 2004 and follows the closing of our $100.0 million revolving credit facility in June 2018 secured by Fortiva® branded general-purpose credit card receivables.

Proceeds from the sale of the ABS will be used to pay down certain existing term and revolving credit facilities and fund the acquisition of additional receivables. These repayments will then create more than $145.0 million of undrawn bank commitments to allow for future investments in retail point-of-sale receivables. The terms of the ABS allow for a two-year revolving structure with a subsequent 18-month amortization period. The weighted average interest rate on the securities is 5.76%.

“The sale of these asset backed securities reflect the continued demand both by consumers and investors for financial products that provide consumers with flexible financing options for purchases,” said Jeff Howard, President, Atlanticus Holdings Corporation. “Coupled with the recent closing of a revolving credit facility secured by Fortiva® branded general-purpose credit card receivables, we continue to be well positioned to execute growth strategies for both product classes and we are excited to continue assisting financial institutions in the offering of financial products and services to consumers that are overlooked by the traditional banking system.”

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. Additionally, through its CAR subsidiary, Atlanticus serves the individual needs of automotive dealers and automotive non-prime financial organizations with multiple financing and service programs.

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 use of proceeds from the sale of asset backed securities; growth and funding strategies; and consumer demand for our products. Although Atlanticus believes 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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