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. 4)
| 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: ¨
This Amendment No. 4 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 and Amendment No. 3 filed with the Commission on June 12, 2012, June 15, 2012 and June 22, 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. 4 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 11. | Additional Information. |
Item 11 is hereby amended and supplemented by adding the following information:
On July 2, 2012, CA issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 P.M., New York City time, on June 29, 2012, and the execution of a certain agreement extending the revolving period and maturity of Warehouse Funding III. A copy of the press release is filed as Exhibit (a)(5)(vii) 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 |
DESCRIPTION | |
| (a)(5)(vii) | Press release announcing preliminary results of the tender offer and extension of revolving secured warehouse facility, dated July 2, 2012. | |
2
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.
| CREDIT ACCEPTANCE CORPORATION | ||
| By: | /s/ Douglas W. Busk | |
| Name: | Douglas W. Busk | |
| Title: | Senior Vice President and Treasurer | |
Dated: July 2, 2012
3
EXHIBIT INDEX
| EXHIBIT |
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. | |
| (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. |
4
Exhibit (a)(5)(vii)
Silver Triangle Building
25505 West Twelve Mile Road
Southfield, MI 48034-8339
(248) 353-2700
creditacceptance.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
Date: July 2, 2012
Investor Relations: Douglas W. Busk
Senior Vice President and Treasurer
(248) 353-2700 Ext. 4432
IR@creditacceptance.com
NASDAQ: CACC
CREDIT ACCEPTANCE ANNOUNCES:
PRELIMINARY RESULTS OF TENDER OFFER AND
EXTENSION OF REVOLVING SECURED WAREHOUSE FACILITY
Southfield, Michigan – July 2, 2012 – Credit Acceptance Corporation (NASDAQ: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) announced today the preliminary results of our tender offer and the extension of our revolving secured warehouse facility.
Preliminary Results of Tender Offer
We announced today the preliminary 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. Georgeson, Inc. acted as information agent for the tender offer and Computershare Trust Company, N.A. acted as the depositary.
Based on a preliminary count by the depositary, the total number of shares tendered in the offer was 4,750,025, which includes approximately 0.2 million shares tendered by Scott J. Vassalluzzo, one of our directors and a managing member of Prescott General Partners LLC, and approximately 2.5 million shares tendered by Prescott General Partners LLC. Of the total shares tendered, 52,258 were tendered pursuant to the guaranteed delivery procedure described in our Offer to Purchase. Tenders made pursuant to the guaranteed delivery procedure will be accepted upon receipt of the related stock certificates or confirmation of book entry transfer, along with any other required documentation within three business days after the notice of guaranteed delivery was delivered to the depositary. Based on the preliminary count, we expect to purchase 1,000,000 properly tendered shares at $84.45 per share, net to the seller in cash, without interest, for a total purchase price of approximately $84.5 million. Because more than the maximum 1,000,000 shares were tendered, we will 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. Based on the preliminary count, and without accounting for the effect of odd lot priority on the proration factor, we expect the proration factor to be approximately 21.1%.
The actual number of shares to be purchased and the proration factor are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. The actual number of shares and the proration factor will be announced promptly following completion of the verification process. Payment for shares accepted and the return of all shares tendered but not accepted will occur promptly after determination of the number of shares properly tendered.
Extension of Revolving Secured Warehouse Facility
We have extended the date on which our $75.0 million revolving secured warehouse facility will cease to revolve from September 10, 2013 to September 10, 2015. The maturity of the facility was also extended from September 10, 2014 to September 10, 2017. There were no other material changes to the terms of the facility.
1
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.
2