Atlanticus Holdings Corp. Enters Material Definitive Agreement

TL;DR

ATLANTICUS HOLDINGS CORP (ATL) SIGNED A BIG DEAL ON 8/26/24 - POTENTIAL FINANCIAL OBLIGATION.

AI Summary

Atlanticus Holdings Corp. entered into a material definitive agreement on August 26, 2024, related to a direct financial obligation. The company, previously known as CompuCredit Holdings Corp, is a personal credit institution based in Atlanta, GA.

Why It Matters

This filing indicates a significant financial transaction or obligation for Atlanticus Holdings Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, but the specific nature and terms of the agreement are not detailed, requiring further analysis.

Key Players & Entities

• Atlanticus Holdings Corp (company) — Registrant
• CompuCredit Holdings Corp (company) — Former company name
• August 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $100,000,000 — of up to an aggregate offering price of $100,000,000 of the Company's (i) 7.625% Series B Cu
• $25.00 — per share and liquidation preference of $25.00 per share (the "Preferred Stock"), and
• $117.25 million — re an additional issue of the Company's $117.25 million aggregate principal amount of 9.25% Sen

Filing Documents

• atlc20240823_8k.htm (8-K) — 52KB
• ex_718521.htm (EX-1.1) — 224KB
• ex_718522.htm (EX-4.1) — 184KB
• ex_718523.htm (EX-5.1) — 41KB
• atl01.jpg (GRAPHIC) — 9KB
• tplogo.jpg (GRAPHIC) — 7KB
• 0001437749-24-027772.txt ( ) — 787KB
• atlc-20240826.xsd (EX-101.SCH) — 4KB
• atlc-20240826_def.xml (EX-101.DEF) — 14KB
• atlc-20240826_lab.xml (EX-101.LAB) — 18KB
• atlc-20240826_pre.xml (EX-101.PRE) — 14KB
• atlc20240823_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 26, 2024, Atlanticus Holdings Corporation (the "Company") entered into an Amended and Restated At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc. (the "Sales Agent") providing for the sale by the Company of up to an aggregate offering price of $100,000,000 of the Company's (i) 7.625% Series B Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference of $25.00 per share (the "Preferred Stock"), and (ii) 9.25% Senior Notes due 2029 (the "ATM Notes" and, together with the Preferred Stock, the "Offered Securities"), from time to time through the Sales Agent, in connection with the Company's "at-the-market" offering program (the "Offering"). The Sales Agreement amends and restates the At Market Issuance Sales Agreement that the Company had entered into with the Sales Agent on August 10, 2022. The Offered Securities will be offered and sold pursuant to the Company's shelf registration statement on Form S-3 (the "Shelf Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on May 10, 2024, which became effective on May 21, 2024. A prospectus supplement relating to the Offering has been filed today with the SEC. From time to time during the term of the Sales Agreement, the Company may deliver a placement notice to the Sales Agent specifying the length of the selling period, any limitation on the aggregate principal amount of Offered Securities that may be sold in any one day and any minimum price below which sales may not be made. Upon its acceptance of any placement notice from the Company, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Offered Securities up to the amount specified in, and otherwise in accordance with the terms of, the placement notice. Sales of the Offered Securities may be made in transactions that are de

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Amended and Restated At Market Issuance Sales Agreement, dated August 26, 2024, by and between Atlanticus Holdings Corporation and B. Riley Securities, Inc. 4.1 Fifth Supplemental Indenture, dated as of August 26, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee 4.2 Form of 9.25% Senior Notes due 2029 (included in Exhibit 4.1) 5.1 Opinion of Troutman Pepper Hamilton Sanders LLP 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (contained in Exhibit 5.1 above) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: August 26, 2024 By: /s/ William R. McCamey Name: William R. McCamey Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR