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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 27, 2022
CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan | | 000-20202 | | 38-1999511 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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25505 West Twelve Mile Road | | | | |
Southfield, | Michigan | | | | 48034-8339 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (248) 353-2700
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| 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 par value | | CACC | | The Nasdaq Stock Market LLC |
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 1.01 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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
On December 27, 2022, Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) entered into the Eighth Amendment to the Loan and Security Agreement ("Warehouse Amendment"), dated as of December 27, 2022, among the Company, CAC Warehouse Funding LLC V, and Fifth Third Bank, National Association. The Warehouse Amendment increases the amount of Warehouse Facility V, one of our revolving secured warehouse facilities, from $125.0 million to $200.0 million and extends the date on which the facility will cease to revolve from December 18, 2023 to December 29, 2025. The maturity of the facility was also extended from December 16, 2025 to December 27, 2027. The interest rate on borrowings under the facility has increased from Secured Overnight Financing Rate ("SOFR") plus 235 basis points to SOFR plus 245 basis points, and the servicing fee decreased from 6.0% to 4.0% of collections on the underlying consumer loans. There were no other material changes to the terms of the facility.
As of December 27, 2022, we did not have a balance outstanding under the revolving secured warehouse facility. The above description of the Warehouse Amendment does not purport to be complete and is qualified in its entirety by the Warehouse Amendment, a copy of which is attached as Exhibit 4.116 to this Form 8-K and incorporated herein by reference.
Additionally, on December 27, 2022, the Company and Credit Acceptance Funding LLC 2021-1 entered into the Third Amendment to the Loan and Security Agreement (the "Amendment") with Fifth Third Bank, National Association, extending the $100.0 million asset-backed non-recourse secured financing that we entered into on January 29, 2021 and to which we refer as Term ABS 2021-1. Under the Amendment, the date on which Term ABS 2021-1 will cease to revolve has been extended from February 15, 2023 to December 16, 2024. The Amendment also increased the interest rate applicable to Term ABS 2021-1 from SOFR plus 208.5 basis points to SOFR plus 220 basis points and decreased the servicing fee from 6.0% to 4.0% of collections on the underlying consumer loans. There were no other material changes to the terms of Term ABS 2021-1.
Fifth Third Bank, National Association and/or its affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking, investment banking, and other services for us and our affiliates in the ordinary course of business, for which they have received or will receive customary compensation. Fifth Third Bank, National Association and/or its affiliates are lenders, agents, or backup servicers under certain of our revolving secured warehouse facilities and are parties to certain of our asset-backed securities transactions other than Term ABS 2021-1.
The above description of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached as Exhibit 4.117 to this Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On December 27, 2022, we issued a press release regarding these transactions. 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.
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Exhibit No. | Description |
| Eighth Amendment to Loan and Security Agreement, dated as of December 27, 2022 by and among the Company, CAC Warehouse Funding LLC V, and Fifth Third Bank, National Association. |
| Third Amendment to Loan and Security Agreement, dated as of December 27, 2022, by and among the Company, Credit Acceptance Funding LLC 2021-1, and Fifth Third Bank, National Association. |
| Press release dated December 27, 2022 |
| 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.
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| CREDIT ACCEPTANCE CORPORATION | |
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| Date: January 3, 2023 | By: | /s/ Douglas W. Busk | |
| | Douglas W. Busk | |
| | Chief Treasury Officer | |