UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 5, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices) | (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o
Item 8.01 Other Events.
On December 5, 2023, Credit Acceptance Corporation (the “Company”) issued a press release announcing that it has commenced a cash tender offer for any and all of the Company’s outstanding 5.125% senior notes due 2024. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| Press release dated December 5, 2023. | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
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.
| CREDIT ACCEPTANCE CORPORATION | |||||||||||
| Date: December 5, 2023 | By: | /s/ Douglas W. Busk | |||||||||
| Douglas W. Busk | |||||||||||
| Chief Treasury Officer | |||||||||||
Exhibit 99.1
Credit Acceptance
25505 West Twelve Mile Road
Southfield, MI 48034-8339
(248) 353-2700
creditacceptance.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
Date: December 5, 2023
Investor Relations: Douglas W. Busk
Chief Treasury Officer
(248) 353-2700 Ext. 4432
IR@creditacceptance.com
Nasdaq Symbol: CACC
CREDIT ACCEPTANCE CORPORATION ANNOUNCES TENDER OFFER
FOR ANY AND ALL OF ITS $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.125% SENIOR NOTES DUE 2024
5.125% SENIOR NOTES DUE 2024
Southfield, Michigan – December 5, 2023 – Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) announced today that it has commenced a cash tender offer (the “Offer”) for any and all of the $400,000,000 aggregate principal amount of its 5.125% Senior Notes due 2024 with CUSIP number 225310AN1 (the “Notes”).
The Offer will expire at 5:00 p.m., New York City time, on December 14, 2023, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their Notes at or before the Expiration Time will receive $1,000 for each $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid interest up to, but not including, the payment date, which is expected to be December 19, 2023, will be paid in cash on all validly tendered Notes accepted by us for purchase in the Offer.
The complete terms and conditions of the Offer are set forth in the Offer to Purchase, including the related Notice of Guaranteed Delivery, dated December 5, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offer.
Notes validly tendered in the Offer may not be withdrawn following the Expiration Time except in certain limited circumstances described in the Offer to Purchase.
The closing of the Offer will be subject to a number of conditions that are set forth in the Offer to Purchase, including the successful completion by us of a new senior debt offering. We may amend, extend or terminate the Offer.
We have retained Wells Fargo Securities, LLC to act as the dealer manager in connection with the Offer. Copies of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from Global Bondholder Services Corporation, which is acting as the tender agent for the Offer and as the information agent for the Offer, online at https://www.gbsc-usa.com/creditacceptance/ or by telephone at (212) 430-3774 (banks and brokers) or (855) 654-2015 (all others). Questions regarding the Offer may be directed to the information agent, Global Bondholder Services Corporation, at (212) 430-3774 (banks and brokers) or (855) 654-2015 (all others). Questions regarding the Offer may also be directed to the dealer manager, Wells Fargo Securities, LLC, at (866) 309-6316 (toll-free) and (704) 410-4756 (collect).
This announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal.
Cautionary Statement Regarding Forward-Looking Information
Statements in this release that are not historical facts, such as those using terms like “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, and those regarding our future results, plans, and objectives, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements, which include statements concerning the Offer and the new senior debt offering, represent our outlook only as of the date of this release. Actual results could differ materially from these forward-looking statements since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2023, and Item 1A in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 1, 2023, and other risk factors listed from time to time in our reports filed with the SEC. We do not undertake, and expressly disclaim any obligation, to update or alter our statements whether as a result of new information, future events or otherwise, except as required by applicable law.
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