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ATLANTICUS HOLDINGS CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

June 26, 2014



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 covenants.

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.

(d) 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). 1



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Source: Edgar Glimpses


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