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)       September 6, 2013
 
World Acceptance Corporation
(Exact Name of Registrant as Specified in its Charter)
 
South Carolina
 
0-19599
 
57-0425114
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
108 Frederick Street
        Greenville, South Carolina  29607
(Address of Principal Executive Offices)
(Zip Code)
(864) 298-9800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or address, if changed from 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 ( see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





Item 1.01.
Entry into a Material Definitive Agreement.
 
Fourth Amendment to Amended and Restated Revolving Credit Facility

On September 6, 2013, W orld Acceptance Corporation (the “Company”) entered into a fourth amendment (the “Fourth Amendment”) to the Amended and Restated Revolving Credit Agreement, originally dated as of September 17, 2010 (as cumulatively amended, the “Revolving Credit Agreement”), among the Company, the lenders and other banks named therein, and Wells Fargo Bank, National Association (“Wells Fargo”), as successor Administrative Agent and successor Collateral Agent.

The Fourth Amendment amends the Revolving Credit Agreement as follows: extends its term through November 19, 2015; changes to 15% for all applicable periods (as opposed to 20% for each calendar month other than December 31 and 15% for the calendar month ending December 31) the “excess availability percentage” the Company must maintain to qualify for exception from a restricted payments covenant to permit the Company to make stock repurchases; lowers the minimum net worth test for purposes of the consolidated net worth covenant to $275 million; and increases the basket for permitted investments in the Company’s Mexican subsidiaries to $80 million.

The Company’s domestic subsidiaries that are parties to an amended and restated security agreement and an amended and restated guaranty agreement entered in connection with the Revolving Credit Agreement acknowledged and consented to the Fourth Amendment and confirmed that their obligations under these agreements remain in full force and effect with respect to the Company’s obligations after giving effect to the Fourth Amendment. The Company’s recently formed subsidiary, World Finance Company of Mississippi, LLC, also executed supplements to effect its joinder to the obligations of the subsidiaries under the amended and restated security agreement and amended and restated guaranty agreement.

The foregoing description of the Fourth Amendment, including certain terms in this description which are defined in the Revolving Credit Agreement, is qualified in its entirety by the terms of the Amended and Restated Credit Agreement, dated as of September 17, 2010 among the Company, the lenders named therein and Bank of Montreal, as Administrative Agent, filed as Exhibit 10.1 to the Company’s Form 8-K filed September 21, 2010, as initially amended by the terms of the first amendment, dated as of August 31, 2011, to the Amended and Restated Credit Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K filed September 1, 2011, as further amended by the second amendment, dated as of May 1, 2012, to the Amended and Restated Credit Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K filed May 1, 2012, as further amended by the third amendment, dated as of November 19, 2012, to the Amended and Restated Credit Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K filed November 20, 2012, and as further amended by the Fourth Amendment, which is filed as Exhibit 10.1 hereto 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 Registrant.

The information set forth in response to Item 1.01 of this Form 8-K is incorporated by reference in response to this Item 2.03.

Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits

Exhibit 10.1 –Fourth Amendment to Amended and Restated Revolving Credit Agreement, dated a s of September 6, 2013, among World Acceptance Corporation, the lender parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.




 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.
 
Date:    September 6, 2013
 
 
 
 
 
 
World Acceptance Corporation
 
 
 
 
 
 
By:
/s/ Kelly M. Malson
 
 
 
Kelly M. Malson
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 

 
 
EXHIBIT INDEX

Exhibit Number
Exhibit
 
 
10.1
Fourth Amendment to Amended and Restated Revolving Credit Agreement, dated as of September 6, 2013, among World Acceptance Corporation, the lender parties thereto, and  Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent.
 







FOURTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

This Fourth Amendment to Amended and Restated Revolving Credit Agreement (herein, the “ Amendment ”) is entered into as of September 6, 2013, by and among World Acceptance Corporation, a South Carolina corporation (the “ Borrower ”), Bank of America, N.A. together with the other financial institutions a party hereto (the “ Lenders ”) and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent for the Lenders (the Administrative Agent ”).
PRELIMINARY STATEMENTS
A. The Borrower, the Lenders, and the Administrative Agent are parties to a certain Amended and Restated Revolving Credit Agreement, dated as of September 17, 2010, as amended (the “ Credit Agreement ”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
B.    The Borrower has requested that the Lenders agree to make certain amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1.    AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1.    The following definitions in Section 5.1 of the Credit Agreement ( Definitions ) shall be amended and restated as follows:
“Termination Date” means November 19, 2015, or such earlier date on which the Commitments are terminated in whole pursuant to Sections 2.9, 9.3 or 9.4 hereof.
“Excess Availability Percentage” means 15%.

1.2.    Section 8.7 of the Credit Agreement ( Consolidated Net Worth ) shall be amended and restated in its entirety to read as follows:
Section 8.7. Consolidated Net Worth. The Borrower will at all times keep and maintain Consolidated Net Worth at an amount not less than the Minimum Net Worth. For purposes of this Section, “Minimum Net Worth” shall be $275,000,000.
1.3.    Section 8.18(g) of the Credit Agreement ( Investments-Mexico ) shall be amended and restated in its entirety to read as follows:
(g)    Investments by the Borrower in WAC de México, S.A. de C.V., SOFOM, ENR and Servicios World Acceptance Corporation de México, S. de R.L. de C.V. (collectively, the “Mexican Subsidiaries” ) in an aggregate amount not to exceed $80,000,000 at any one time outstanding; and
SECTION 2.    CONDITIONS PRECEDENT.






The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent (the date on which the following conditions precedent have been satisfied being referred to herein as the Effective Date ):
2.1.    The Borrower, the Lenders, shall have executed and delivered this Amendment to the Administrative Agent.
2.2.    The Restricted Subsidiaries parties to the Subsidiary Guaranty Agreement shall have executed and delivered to the Administrative Agent their consent to this Amendment in the form set forth below.
2.3.    World Finance Company of Mississippi, LLC (“ Joining Subsidiary ”) shall have executed and delivered to the Administrative Agent a joinder to the Subsidiary Guaranty and a joinder to the Subsidiary Security Agreement.
2.4.    The Administrative Agent shall have received (i) copies of the Joining Subsidiary’s articles of organization and operating agreement and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary, (ii) certified copies of resolutions of the Board of Directors of Joining Subsidiary authorizing the execution and delivery of this the documents listed in Section 2.4 above, indicating the authorized signers of such documents and all other documents relating thereto, (iii) a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of Joining Subsidiary’s organization and each state in which it is authorized to do business as a foreign corporation and (iv) UCC, judgment and tax lien searches against Joining Subsidiary in the jurisdiction of Joining Subsidiary’s organization and each state in which it is authorized to do business as a foreign corporation.
2.5.    Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.
Upon the satisfaction of the conditions precedent set forth above on the Effective Date, all loans outstanding under the Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement and the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith.
SECTION 3.    REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Administrative Agent, the Collateral Agent, and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 1 above, (a) the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and shall be and remain true and correct (except that the representations contained in Section 6.6 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and (b) the Borrower and the Guarantors are in compliance with the terms and conditions of the Credit Agreement and the other Loan Documents and no Default or Event of Default exists or shall result after giving effect to this Amendment.
SECTION 4.    MISCELLANEOUS.
4.1.    Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.


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4.2.    The Borrower heretofore executed and delivered, among other things, the Company Security Agreement and hereby acknowledges and agrees that the security interests and liens created and provided for therein secure the payment and performance of the Obligations under the Credit Agreement as amended hereby, which are entitled to all of the benefits and privileges set forth therein. Without limiting the foregoing, the Borrower acknowledges that the “Secured Indebtedness” as defined in, and secured by the Collateral pursuant to, the Company Security Agreement shall be deemed amended to include all “Obligations” as defined in the Credit Agreement as amended hereby.
4.3.    The Borrower agrees to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the other instruments and documents to be executed and delivered in connection herewith, including the fees and expenses of counsel for the Administrative Agent.
4.4.    This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe Portable Document Format File (also known as an “ PDF ” file) shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Illinois (without regard to principles of conflicts of laws).
[SIGNATURE PAGE TO FOLLOW]



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This Amendment is entered into as of the date and year first above written.
 
WORLD ACCEPTANCE CORPORATION
 
 
 
By
/s/ A. Alexander McLean III
 
A. Alexander McLean III, Chief Executive Officer

Accepted and agreed to.
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent and Collateral Agent
 
 
 
By
/s/ William M. Laird
 
William M. Laird, Senior Vice President
 
 
 
 


[Signature Page to Fourth Amendment to Amended and Restated Revolving Credit Agreement]






 
BANK OF AMERICA, N.A.
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
BANK OF MONTREAL
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
CAPITAL ONE, NATIONAL ASSOCIATION
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
TD BANK, NA
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
BRANCH BANKING AND TRUST COMPANY
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION
 
 
 
By
 
 
Name
 
 
Title
 
 
 
 
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
 
 
 
By
 
 
Name
 
 
Title
 


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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned is a Restricted Subsidiary of World Acceptance Corporation who has executed and delivered to the Collateral Agent, the Administrative Agent, and the Lenders the Subsidiary Guaranty Agreement and the Subsidiary Security Agreement. Each of the undersigned hereby acknowledges and consents to the Fourth Amendment to Amended and Restated Revolving Credit Agreement set forth above and confirms that the Loan Documents executed by it, and all of its obligations thereunder, remain in full force and effect, and that the security interests and liens created and provided for therein continue to secure the payment and performance of the Obligations of the Borrower under the Credit Agreement after giving effect to the Amendment. Without limiting the foregoing, each of the undersigned acknowledges that (a) the “Secured Indebtedness” as defined in, and secured by the Collateral pursuant to, the Subsidiary Security Agreement shall be deemed amended to include all “Obligations” as defined in the Credit Agreement as amended by the Fourth Amendment to Amended and Restated Revolving Credit Agreement set forth above and (b) the “Guaranteed Indebtedness” as defined in the Subsidiary Guaranty Agreement shall be deemed amended to include all “Obligations” as defined in the Credit Agreement as amended by the Fourth Amendment to Amended and Restated Revolving Credit Agreement set forth above.
[SIGNATURE PAGE TO ACKNOWLEDGEMENT AND CONSENT TO FOLLOW]



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Each of the undersigned acknowledges that the Collateral Agent, the Administrative Agent, and the Lenders are relying on the foregoing in entering into the Fourth Amendment to Amended and Restated Revolving Credit Agreement set forth above.
Dated as of September 6, 2013.
 
World Acceptance Corporation of Alabama
 
World Acceptance Corporation of Missouri
 
World Finance Corporation of Georgia
 
World Finance Corporation of Louisiana
 
World Acceptance Corporation of Oklahoma, Inc.
 
World Finance Corporation of South Carolina
 
World Finance Corporation of Tennessee
 
WFC of South Carolina, Inc.
 
World Finance Corporation of Illinois
 
World Finance Corporation of New Mexico
 
World Finance Corporation of Kentucky
 
World Finance Corporation of Colorado
 
World Finance Corporation of Wisconsin
 
WFC Services, Inc.
 
World Finance Corporation of Texas
 
World Finance Company of Indiana, LLC
 
World Finance Company of Mississippi, LLC

 
By: /s/ A. Alexander McLean III
 
A. Alexander McLean III, its Chief Executive Officer
 
 
 
WFC Limited Partnership
 
 
 
By WFC of South Carolina, Inc.,
 
as sole general partner

 
By: /s/ A. Alexander McLean III
 
A. Alexander McLean III, its Chief Executive Officer