Item 1.01. Entry into a Material Definitive Agreement.
On June 23, 2014Atlanticus Holdings Corporation (the "Company") and certain of
its subsidiaries entered into a Loan and Security Agreement (the "Agreement")
with Bravo Ventures, LLC, a Nevada limited liability company ("Bravo"). The
Agreement provides for a senior secured term loan of up to $42.0 million for the
purpose of financing the Company's offer to purchase up to $100.0 million
aggregate principal amount of its outstanding 5.875% Convertible Senior Notes
due 2035 (the "Tender Offer"). The Tender Offer is being made pursuant to the
Schedule TO and related documents, filed on June 23, 2014 with the Securities
and Exchange Commission. The funding of the loan is subject to completion of the
Tender Offer and other customary conditions. The loan is secured by all of the
Company's available collateral and is guaranteed by certain of the Company's
subsidiaries. Once funded, the loan will bear interest at the rate of 9% per
annum and will be payable in a single installment on June 22, 2015. The
Agreement requires the Company to comply with customary affirmative and negative
Bravo is 50% owned by a trust under the beneficial ownership or control of David
G. Hanna, the Chairman of the Board and Chief Executive Officer of the Company
and one of the Company's two largest shareholders, and 50% owned by a trust
under the beneficial ownership or control of Frank J. Hanna, III, the other of
the Company's two largest shareholders and David G. Hanna's brother.
The foregoing summary of the Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Agreement, a
copy of which is attached as Exhibit 10.1 to this report and incorporated herein
in its entirety by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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.
Exhibit Number Description
10.1 Loan and Security Agreement by and among Atlanticus Holdings
Corporation as borrower, certain subsidiaries of Atlanticus
Holdings Corporation named therein, as guarantors, and Bravo
Ventures, LLC as lender, dated as of June 23, 2014 (incorporated
by reference to Exhibit 99(b) to the Schedule TO filed by the
Company on June 23, 2014).