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 16, 2010
CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan
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000-20202
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38-1999511 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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25505 West Twelve Mile Road,
Southfield, Michigan
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48034-8339 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 248-353-2700
Not Applicable
Former name or former address, if changed since last report
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
The information set forth below under Item 2.03 is hereby incorporated by reference into this
Item 1.01.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On June 16, 2010, Credit Acceptance Corporation (referred to as the “Company”, “we”, “our”, or
“us”) executed the Fourth Amended and Restated Loan and Security Agreement (“Warehouse Amendment”),
dated as of June 16, 2010 among us, CAC Warehouse Funding Corporation II (“Warehouse Funding”),
Variable Funding Capital Company LLC, Wells Fargo Securities, LLC, and Wells Fargo Bank, National
Association. The Warehouse Amendment extends the commitment termination date of the $325.0 million
warehouse facility from August 23, 2010 to June 15, 2013. The interest rate was reduced from a
floating rate equal to the commercial paper rate plus 5% to the commercial paper rate plus 3.5%.
The Warehouse
Amendment also eliminated the weighted average performing advance rate test (which measured the
ratio between the borrowing base used in order to determine the level of funding available under
the facility and the amount of non-defaulted eligible contracts
pledged under the facility) as an amortization and
termination event and now considers this test in determining the
amount of the borrowing base. In addition, the time period within which we are required to effect a mandatory
refinancing of the facility was extended from 364 days to
546 days. Prior to the execution of the Warehouse Amendment, in the event that the facility was not
renewed and we were in compliance with the terms and conditions of the agreement, the facility
would amortize for twelve months. During such time, the outstanding debt would have been paid down
through the collections on the contributed assets. At the end of the twelve-month period, the
balance of the facility would have been due and payable. Under the
Warehouse Amendment, provided that we are in compliance with the
terms of the agreement, such
twelve-month period was eliminated and the debt outstanding under the
facility would be paid down through collections on the contributed
assets.
The
description of the Warehouse Amendment contained in this report is
qualified in its entirety by reference to the complete text of the
Warehouse Amendment, a copy of which is filed as Exhibit 4(f)(135) to
this Current Report on Form 8-K and incorporated herein by reference.
The Warehouse Amendment is also summarized in a press release issued by us on June
18, 2010, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On June 18, 2010, we issued a press release announcing (i) the execution of the Warehouse
Amendment, (ii) the commencement of a self tender offer to purchase up to 4,000,000 shares of our
outstanding common stock, and (iii) certain operating results for the two and five months ended May
31, 2010. The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.