Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes Offering was made pursuant to the prospectus supplement dated
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
On
The Notes are general unsecured obligations of the Company and rank equally in
right of payment with all of the Company's existing and future senior unsecured
and unsubordinated indebtedness, and will rank senior in right of payment to the
Company's future subordinated indebtedness, if any. The Notes are effectively
subordinated to all of the Company's existing and future secured indebtedness,
to the extent of the value of the assets securing such indebtedness, and the
Notes are structurally subordinated to all existing and future indebtedness and
other liabilities (including trade payables) of the Company's subsidiaries
(excluding any amounts owed by such subsidiaries to the Company). The Notes bear
interest at the rate of 6.125% per annum. Interest on the Notes is payable
quarterly in arrears on
The foregoing description of the material terms of the Underwriting Agreement, Base Indenture, the First Supplemental Indenture and the Notes is qualified in its entirety by reference to the full text of the Underwriting Agreement, Base Indenture, the First Supplemental Indenture and the Notes, copies of which are filed as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion as to the legality of the Notes is included as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein 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 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofNovember 17, 2021 , by and between the Company andB. Riley Securities, Inc. , as representative of the several underwriters named therein. 4.1 Indenture, dated as ofNovember 22, 2021 , by and betweenAtlanticus Holdings Corporation andU.S. Bank National Association , as trustee. 4.2 First Supplemental Indenture, dated as ofNovember 22, 2021 , by and betweenAtlanticus Holdings Corporation andU.S. Bank National Association , as trustee. 4.3 Form of 6.125% Senior Notes due 2026 (included in Exhibit 4.2). 5.1 Opinion ofTroutman Pepper Hamilton Sanders LLP . 23.1 Consent ofTroutman Pepper Hamilton Sanders LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). 99.1 Launch Press Release, datedNovember 15, 2021 . 99.2 Pricing Press Release, datedNovember 17, 2021 . 99.3 Closing Press Release, datedNovember 22, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source