UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

 

 

 

CREDIT ACCEPTANCE CORPORATION

(Name of Subject Company (Issuer))

 

CREDIT ACCEPTANCE CORPORATION

(Name of Filing Person (Offeror))

 

 

 

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class Securities)

 

225310-10-1

(CUSIP Number of Class of Securities)

 

 

 

Charles A. Pearce Chief Legal Officer Credit Acceptance Corporation 25505 West Twelve Mile Road Southfield, MI 48034-8339 (248) 353-2700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

With a copy to:

 

Richard C. Witzel, Jr., Esq. Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Dr. Chicago, IL 60606 (312) 407-0700

CALCULATION OF FILING FEE

 

TRANSACTION VALUATION*		AMOUNT OF FILING FEE**
$84,450,000		$9,677.97

*	Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 1,000,000 shares of the outstanding common stock at a price of $84.45 per share in cash.

**	The amount of the filing fee equals $114.60 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934.

 

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $9,680.00		Filing Party: Credit Acceptance Corporation
Form of Registration No.: Schedule TO		Date Filed: June 1, 2012

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨

third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

¨

going-private transaction subject to Rule 13e-3.

¨

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

 

 

 

 

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This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2012 (“Schedule TO”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 filed with the Commission on June 12, 2012, June 15, 2012, June 22, 2012 and July 2, 2012, respectively, by Credit Acceptance Corporation, a Michigan corporation (“CA”), in connection with the offer by CA to purchase for cash up to 1,000,000 shares of its common stock, par value $0.01 per share, at a price of $84.45 per share, net to the seller in cash, without interest, upon and subject to the terms and conditions described in the Offer to Purchase, dated June 1, 2012 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which, in each case, as amended and supplemented from time to time, constitute the tender offer and which are appended to and filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

All information in the Offer to Purchase and the Letter of Transmittal is hereby expressly incorporated in this Amendment No. 5 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.

 

Item 4.

Terms of the Transaction.

Item 4 is hereby amended and supplemented by adding the following information:

The tender offer expired at 5:00 p.m., New York City time, on June 29, 2012. A total of 4,765,781 shares were properly tendered and not properly withdrawn. CA accepted for payment a total of 1,000,000 shares at a purchase price of $84.45 per share, net to the seller in cash, without interest.

 

Item 11.

Additional Information.

Item 11 is hereby amended and supplemented by adding the following information:

On July 6, 2012, CA issued a press release announcing the final results of the tender offer, which expired at 5:00 P.M., New York City time, on June 29, 2012. A copy of the press release is filed as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated herein by reference.

 

Item 12.

Exhibits.

Item 12 is hereby amended and supplemented to add the following:

 

EXHIBIT NUMBER		DESCRIPTION
(a)(5)(viii)		Press release announcing final results of the tender offer, dated July 6, 2012.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 6, 2012

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EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
(a)(1)(i)		Offer to Purchase.*
(a)(1)(ii)		Letter of Transmittal.*
(a)(5)(i)		Notice of Guaranteed Delivery.*
(a)(5)(ii)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(iii)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(iv)		Letter to Participants in the Credit Acceptance Corporation 401(k) Plan and Trust.*
(a)(5)(v)		Press release dated June 1, 2012 announcing the commencement of the offer (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 1, 2012).
(a)(5)(vi)		Press release dated June 22, 2012 announcing certain financial results (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 22, 2012).
(a)(5)(vii)		Press release announcing preliminary results of the tender offer, and the extension of the revolving secured warehouse facility dated July 2, 2012.*
(a)(5)(viii)		Press release announcing final results of the tender offer, dated July 6, 2012.
(b)(1)		Fifth Amended and Restated Credit Agreement, dated as of June 17, 2011, among CA, the Banks which are parties thereto from time to time, and Comerica Bank as Administrative Agent and Collateral Agent for the Banks (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 22, 2011).
(b)(2)		Fourth Amended and Restated Loan and Security Agreement, dated as of June 16, 2010, among CA, CAC Warehouse Funding Corporation II, Variable Funding Capital Company, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 18, 2010).
(b)(3)		Amendment No. 1, dated as of June 17, 2011, to Fourth Amended and Restated Loan and Security Agreement dated as of June 16, 2010 among CA, CAC Warehouse Funding Corporation II, Variable Funding Capital Company LLC, Wells Fargo Securities, LLC, and Wells Fargo Bank, National Association (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 22, 2011).
(b)(4)		Loan and Security Agreement, dated as of May 23, 2008 among CA, CAC Warehouse Funding III, LLC, Fifth Third Bank, Relationship Funding Company, LLC and Systems & Services Technologies, Inc. (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 2, 2008).
(b)(5)		First Amendment to Loan and Security Agreement, dated as of August 31, 2009, among CA, CAC Warehouse Funding III, LLC, Fifth Third Bank and Relationship Funding Company, LLC (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated August 31, 2009).
(b)(6)		Second Amendment to Loan and Security Agreement, dated as of September 10, 2010, among CA, CAC Warehouse Funding III, LLC, and Fifth Third Bank (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated September 10, 2010).
(b)(7)		Loan and Security Agreement, dated as of August 19, 2011, among CA, CAC Warehouse Funding LLC IV, BMO Capital Markets Corp., Bank of Montreal and Wells Fargo Bank, National Association (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated August 24, 2011).
(b)(8)		First Amendment to the Fifth Amended and Restated Credit Agreement, dated as of June 15, 2012, among the Company, the Banks which are parties thereto from time to time, and Comerica Bank as Administrative Agent and Collateral Agent for the Banks (incorporated by reference to an exhibit to CA’s Current Report on Form 8-K, dated June 15, 2012).
(d)(1)		Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended, March 26, 2012 (incorporated by reference to Annex A to CA’s Definitive Proxy Statement on Schedule 14A, dated April 5, 2012).
(d)(2)		Credit Acceptance Corporation 1992 Stock Option Plan, as amended and restated May 1999 (incorporated by reference to CA’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-20202)).
(d)(3)		Credit Acceptance Corporation Director Stock Option Plan (incorporated by reference to CA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-20202)).

 

*	Previously filed.

Exhibit (a)(5)(viii)

Silver Triangle Building

25505 West Twelve Mile Road

Southfield, MI 48034-8339

(248) 353-2700

creditacceptance.com

NEWS RELEASE

FOR IMMEDIATE RELEASE

Date: July 6, 2012

Investor Relations: Douglas W. Busk

Senior Vice President and Treasurer

(248) 353-2700 Ext. 4432

IR@creditacceptance.com

NASDAQ Symbol: CACC

CREDIT ACCEPTANCE ANNOUNCES

FINAL RESULTS OF TENDER OFFER

Southfield, Michigan – July 6, 2012 – Credit Acceptance Corporation (NASDAQ: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) announced today the final results of our tender offer, which expired at 5:00 p.m., New York City time, on June 29, 2012. We commenced the tender offer on June 1, 2012 to purchase up to 1,000,000 shares of our outstanding common stock at a price of $84.45 per share, net to the seller in cash, without interest. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, 4,765,781 shares of common stock were properly tendered and not properly withdrawn. Because more than the maximum 1,000,000 shares were tendered, we have accepted for purchase only a prorated portion of the shares tendered by each tendering shareholder, other than odd lot shareholders, as described in our Offer to Purchase. The proration factor used by us in accepting for purchase tendered shares was approximately 20.5%.

We will promptly pay for 1,000,000 tendered shares of our common stock at a price of $84.45 per share, net to the seller in cash, without interest, at a total cost of approximately $84.5 million, which includes approximately 37,576 shares tendered by Scott J. Vassalluzzo, one of our directors and a managing member of Prescott General Partners LLC and approximately 519,447 shares tendered by Prescott General Partners LLC. We are financing the purchase of our securities in the tender offer by borrowing under our revolving secured line of credit facility.

As a result of the completion of the tender offer, we have approximately 24.5 million shares of common stock outstanding. Georgeson, Inc. was the information agent for the tender offer.

Description of Credit Acceptance Corporation

Since 1972, Credit Acceptance has offered automobile dealers a financing program that enables them to sell vehicles to consumers, regardless of their credit history. Our financing program is offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our product, but who actually end up qualifying for traditional financing.

Without our financing program, consumers are often unable to purchase a vehicle or they purchase an unreliable one. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our program is that we provide a significant number of our consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the NASDAQ under the symbol CACC. For more information, visit creditacceptance.com.