UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 30, 2009
CompuCredit Holdings
Corporation
(Exact name of registrant as specified in its charter)
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Georgia
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333-159456
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58-2336689
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Five Concourse Parkway, Suite 400, Atlanta, Georgia 30328
(Address of principal executive offices)
Registrant’s telephone number, including area code: 770-828-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure in Item 3.03 is incorporated into this Item 2.03 by reference.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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On June 30, 2009, CompuCredit Corporation (“CompuCredit”) completed its holding company reorganization (the “Reorganization”). In the Reorganization, CompuCredit, a Georgia corporation, became a wholly owned
subsidiary of CompuCredit Holdings Corporation (“Holdings”), a Georgia corporation. The Reorganization was effected through a merger pursuant to an Agreement and Plan of Merger, dated as of June 2, 2009 (the “Merger
Agreement”), by and among CompuCredit, Holdings and CompuCredit Merger Sub, Inc. As a result of the Reorganization, each outstanding share of CompuCredit common stock was automatically converted into one share of Holdings common stock. Holdings
is incorporated in the State of Georgia, as is CompuCredit. The rights of shareholders of Holdings are generally governed by Georgia law and Holdings’ articles of incorporation and bylaws, which are the same in all material respects as those
for CompuCredit. Therefore, the rights of a Holdings shareholder are substantially similar as to the rights of a CompuCredit shareholder. The Reorganization is described in more detail in the Proxy Statement/Prospectus, filed by Holdings with the
Securities and Exchange Commission (the “SEC”) on June 8, 2009. This description is incorporated by reference herein.
In
connection with the Reorganization, pursuant to an Assumption Agreement, dated as of June 30, 2009 (the “Assumption Agreement”), Holdings assumed CompuCredit’s currently effective registration statements, CompuCredit’s
equity incentive plans, CompuCredit’s Employee Stock Purchase Plan (the “ESPP”), CompuCredit’s employee benefit plans and employment agreements between CompuCredit and its executive officers. This will allow Holdings to grant
equity awards under CompuCredit’s 2008 Equity Incentive Plan (the “2008 Plan”) and will permit eligible Holdings employees to participate in the ESPP. The number of shares authorized for issuance under the 2008 Plan and the ESPP was
not increased as a result of the Reorganization. Outstanding awards under all of CompuCredit’s equity incentive plans will continue in effect in accordance with the terms and conditions of the applicable plan and award, except that Holdings
common stock has been substituted for CompuCredit common stock.
In connection with the Reorganization, CompuCredit and Holdings executed a
Supplemental Indenture (each, a “Supplemental Indenture”) with U.S. Bank National Association as Trustee for each of its 3.625% Convertible Senior Notes Due 2025 (the “3.625% Notes”) and its 5.875% Convertible Senior Notes Due
2035 (the “5.875% Notes”, and, together with the 3.625% Notes, the “Notes”). Pursuant to the Supplemental Indentures, Holdings was substituted for CompuCredit under the indentures governing the Notes as if Holdings had been named
as CompuCredit in such indentures and CompuCredit was discharged and released from all obligations and covenants under the indentures and the Notes. The Supplemental Indentures also provide that the Notes are convertible into shares of Holdings
common stock. The terms of the Notes are otherwise unchanged. A description of the 3.625% Notes is included in Amendment No. 1 to the Form S-3 Registration Statement, File No. 333-127418, filed by
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CompuCredit with the SEC on September 20, 2005. A description of the 5.875% Notes is included in the Form S-3 Registration Statement, File
No. 333-132339, filed by CompuCredit with the SEC on March 10, 2006. These descriptions of the terms of the Notes are incorporated by reference herein.
The preceding discussion of the Merger Agreement, the Assumption Agreement and the Supplemental Indentures is qualified in its entirety by reference to each such agreement filed or incorporated by reference herein.
A copy of the news release announcing the completion of the Reorganization is filed herewith as Exhibit 99.1 and incorporated by reference
herein.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The disclosure in Item 3.03 is incorporated into this Item 5.02 by reference.
Prior to the consummation of the Reorganization, the Holdings Board of Directors consisted of the following four members: Richard W. Gilbert, David G.
Hanna, Frank J. Hanna, III and Richard R. House, Jr. Upon the consummation of the Reorganization, the Holdings Board of Directors was expanded to nine members and the following persons were appointed to fill the resulting vacancies: Gregory J.
Corona, Deal W. Hudson, Mack F. Mattingly, Nicholas B. Paumgarten and Thomas G. Rosencrants. Following these appointments, the composition of the Holdings Board of Directors is identical to the composition of the CompuCredit Board of Directors prior
to the consummation of the Reorganization. Additional information about Holdings’ directors is included in the Proxy Statement on Schedule 14A filed by CompuCredit with the SEC on April 6, 2009 and incorporated by reference herein.
Pursuant to Rule 12g-3(a) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holdings common stock is deemed to be registered under Section 12(b) of the Exchange Act because Holdings is the successor issuer of CompuCredit.
Holdings common stock commenced trading on the NASDAQ Global Select Market on July 1, 2009 under the symbol “CCRT,” the same symbol under
which CompuCredit common stock was previously listed and traded. As a result of the Reorganization, CompuCredit common stock is no longer publicly traded.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of June 2, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and CompuCredit Merger Sub, Inc. (incorporated by reference to Annex A to
the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8, 2009).
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3.1
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Articles of Incorporation of CompuCredit Holdings Corporation (incorporated by reference to Annex B to the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8,
2009).
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3.2
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Bylaws of CompuCredit Holdings Corporation (incorporated by reference to Annex C to the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8, 2009).
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3.3
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Specimen Stock Certificate of CompuCredit Holdings Corporation.
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4.1
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Supplemental Indenture, dated as of June 30, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and U.S. Bank National Association, as successor to Wachovia Bank, National
Association, as trustee under the Indenture, dated as of May 27, 2005.
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4.2
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Supplemental Indenture, dated as of June 30, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and U.S. Bank National Association, as successor to Wachovia Bank, National
Association, as trustee under the Indenture, dated as of November 23, 2005.
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10.1
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Assumption Agreement, dated as of June 30, 2009, between CompuCredit Corporation and CompuCredit Holdings Corporation.
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99.1
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News Release issued by CompuCredit Holdings Corporation on June 30, 2009.
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3
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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COMPUCREDIT HOLDINGS CORPORATION
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Dated: July 7, 2009
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By:
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/s/ Richard R. House, Jr.
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Name:
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Richard R. House, Jr.
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Title:
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President
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EXHIBIT INDEX
Form 8-K
July 7, 2009
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Filed
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Exhibit No.
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Description
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Herewith
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By Reference
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2.1
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Agreement and Plan of Merger, dated as of June 2, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and CompuCredit Merger Sub, Inc. (incorporated by reference to Annex A to
the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8, 2009).
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X
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3.1
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Articles of Incorporation of CompuCredit Holdings Corporation (incorporated by reference to Annex B to the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8,
2009).
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X
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3.2
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Bylaws of CompuCredit Holdings Corporation (incorporated by reference to Annex C to the Proxy Statement/Prospectus, filed by Holdings with the SEC on June 8, 2009).
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X
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3.3
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Specimen Stock Certificate of CompuCredit Holdings Corporation.
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X
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4.1
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Supplemental Indenture, dated as of June 30, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and U.S. Bank National Association, as successor to Wachovia Bank, National
Association, as trustee under the Indenture, dated as of May 27, 2005.
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X
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4.2
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Supplemental Indenture, dated as of June 30, 2009, among CompuCredit Corporation, CompuCredit Holdings Corporation and U.S. Bank National Association, as successor to Wachovia Bank, National
Association, as trustee under the Indenture, dated as of November 23, 2005.
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X
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10.1
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Assumption Agreement, dated as of June 30, 2009, between CompuCredit Corporation and CompuCredit Holdings Corporation.
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X
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99.1
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News Release issued by CompuCredit Holdings Corporation on June 30, 2009.
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X
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Exhibit 3.3
COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
CUSIP 20478T 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF COMPUCREDIT HOLDINGS CORPORATION
(the “Corporation”), transferable on the books of the Corporation, by the owner hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers.
Dated:
Chairman of the Board
Secretary
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(New York, NY)
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
032589
COMPUCREDIT
HOLDINGS CORPORATION
The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM — as tenants in
common
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT— Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
UNIF TRF MIN ACT— Custodian (until age)
(Cust)
under Uniform Transfers
(Minor)
to
Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
Shares
of
the common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
Attorney
to
transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated:
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE, IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
Exhibit 4.1
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (the “Supplemental Indenture”) dated
as of June 30, 2009, is entered into by and among CompuCredit Corporation, a Georgia corporation (the “Company”), CompuCredit Holdings Corporation, a Georgia corporation (“Holdings”), and U.S. Bank National Association, as
successor to Wachovia Bank, National Association, as Trustee (the “Trustee”) under the Indenture (the “Indenture”) dated as of May 27, 2005 between the Company and the Trustee.
RECITALS
WHEREAS, the Company has
outstanding Securities issued pursuant to the Indenture.
WHEREAS, the Company, Holdings and CompuCredit Merger Sub, Inc., a Georgia
corporation and an indirect, wholly owned subsidiary of the Company (“Merger Sub”), have executed and delivered an Agreement and Plan of Merger, dated as of June 2, 2009 pursuant to which (i) the Merger Sub will be merged with
and into the Company, with the Company surviving the merger and (ii) the outstanding common stock of the Company will be converted into common stock of Holdings (the “Reorganization”).
WHEREAS, to effect the Reorganization, the Company has incorporated Holdings as a direct, wholly owned subsidiary, which in turn has incorporated Merger
Sub.
WHEREAS, as a result of the Reorganization, Holdings will become a holding company and the Company will become a direct wholly owned
subsidiary of Holdings.
WHEREAS, as a result of the Reorganization, Holdings will become a “successor Person” to the Company,
under the terms of the Indenture.
WHEREAS, Holdings and the Company intend that Holdings will succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the same effect as if Holdings had been named as the Company in the Indenture, and, thereafter, the Company will be discharged and released from all obligations and covenants
under the Indenture and the Securities.
NOW, THEREFORE, in consideration of the premises, the covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto covenant and agree as follows:
ARTICLE I
Section 1.1
Capitalized Terms
. Capitalized terms used but not defined herein
are defined in the Indenture and are used herein with the meanings assigned to them therein.
Section 1.2
Securities
. Holdings shall, effective as of the effective time of the
Reorganization (the “Effective Time”), assume, and shall thereafter timely pay, perform, discharge and fully and unconditionally guarantee, each and every obligation of the Company under and with respect to those certain 3.625% Convertible
Senior Notes due 2025 (the “Securities”) issued by the Company in an aggregate principal amount of $250,000,000 pursuant to the Indenture.
Section 1.3
Indenture
. Pursuant to Article 5 of the Indenture, Holdings shall, effective as of the Effective Time, succeed to, and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if Holdings had been named as the Company in the Indenture. Without limiting the foregoing, Holdings shall, effective as of the Effective Time, assume, and shall thereafter timely pay, perform, discharge
and fully and unconditionally guarantee, each and every obligation of the Company under and with respect to the Indenture. From and after the Effective Time, the Company will be discharged and released from all obligations and covenants under the
Indenture and the Securities, including but not limited to the obligation to pay, perform and discharge any indebtedness issued under the Indenture.
Section 1.4
Conversion of Securities
. At the Effective Time, the Securities shall cease to be convertible into shares of the Company’s common stock and shall be convertible, under the same terms and
conditions as were applicable to such Securities immediately prior to the Effective Time, into shares of Holdings no par value common stock.
Section 1.5
No Recourse Against Others
. No past, present or future director, officer, employee, incorporator, shareholder of Company, as such, shall have any liability for any obligations of Holdings or Company under the
Securities, the Indenture or this Supplemental Indenture or any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting the Securities, waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.
ARTICLE II
Section 2.1
Effectiveness
. Although this Indenture may be executed and delivered by the parties hereto prior to the Effective Time, the
provisions hereof shall not become effective unless and until the Reorganization becomes effective and, under such circumstances, shall become effective concurrently with the Effective Time of the Reorganization. From and after the Effective Time,
the Indenture, as hereby supplemented, amended and modified, shall remain in full force and effect.
Section 2.2
References
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Each reference in the Indenture or this Supplemental Indenture to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as modified by this
Supplemental Indenture, except where the context otherwise indicates.
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Section 2.3
Benefit
. All the covenants, provisions, stipulations and agreements contained in
this Supplemental Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the Holders and registered owners from time to time of the Securities as hereby amended and supplemented.
Section 2.4
Receipt by Trustee
. In accordance with Article 5, Section 12.04 and Section 12.05 of the Indenture, the
Trustee acknowledges that it has received an Officer’s Certificate and Opinion of Counsel stating that the Reorganization and the Supplemental Indenture comply with Article 5 of the Indenture and that all conditions precedent provided in the
Indenture relating to the Reorganization have been satisfied.
Section 2.5
Counterparts
. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to be a single instrument.
Section 2.6
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the state of New York without giving effect to the conflict of laws rules thereof.
Section 2.7
Headings
. The Article and Section headings herein are for convenience only and shall not affect the construction
hereof.
Section 2.8
The Trustee
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity, legality or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company and Holdings.
Section 2.9
Separability
. Each provision of this Supplemental Indenture shall be considered separable and if for any reason any provision
which is not essential to the effectuation of the basic purpose of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.10
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly
supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
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IN WITNESS WHEREOF, the undersigned have each caused this Supplemental Indenture to be executed in its
corporate name by the officer whose name is provided below, all as of the day and year first above written.
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COMPUCREDIT CORPORATION
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By:
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/s/ David G. Hanna
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Name:
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David G. Hanna
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Title:
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Chief Executive Officer
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By:
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/s/ Richard W. Gilbert
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Name:
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Richard W. Gilbert
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Title:
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Chief Operating Officer
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COMPUCREDIT HOLDINGS CORPORATION
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By:
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/s/ David G. Hanna
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Name:
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David G. Hanna
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Title:
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Chief Executive Officer
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By:
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/s/ J.Paul Whitehead, III
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Name:
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J.Paul Whitehead, III
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Title:
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Chief Financial Officer
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Paul L. Henderson
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Name:
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Paul L. Henderson
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Title:
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Assistant Vice President
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Exhibit 4.2
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (the “Supplemental Indenture”) dated
as of June 30, 2009, is entered into by and among CompuCredit Corporation, a Georgia corporation (the “Company”), CompuCredit Holdings Corporation, a Georgia corporation (“Holdings”), and U.S. Bank National Association, as
successor to Wachovia Bank, National Association, as Trustee (the “Trustee”) under the Indenture (the “Indenture”) dated as of November 23, 2005 between the Company and the Trustee.
RECITALS
WHEREAS, the Company has
outstanding Securities issued pursuant to the Indenture.
WHEREAS, the Company, Holdings and CompuCredit Merger Sub, Inc., a Georgia
corporation and an indirect, wholly owned subsidiary of the Company (“Merger Sub”), have executed and delivered an Agreement and Plan of Merger, dated as of June 2, 2009 pursuant to which (i) the Merger Sub will be merged with
and into the Company, with the Company surviving the merger and (ii) the outstanding common stock of the Company will be converted into common stock of Holdings (the “Reorganization”).
WHEREAS, to effect the Reorganization, the Company has incorporated Holdings as a direct, wholly owned subsidiary, which in turn has incorporated Merger
Sub.
WHEREAS, as a result of the Reorganization, Holdings will become a holding company and the Company will become a direct wholly owned
subsidiary of Holdings.
WHEREAS, as a result of the Reorganization, Holdings will become a “successor Person” to the Company,
under the terms of the Indenture.
WHEREAS, Holdings and the Company intend that Holdings will succeed to, and be substituted for, and may
exercise every right and power of, the Company under the Indenture with the same effect as if Holdings had been named as the Company in the Indenture, and, thereafter, the Company will be discharged and released from all obligations and covenants
under the Indenture and the Securities.
NOW, THEREFORE, in consideration of the premises, the covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto covenant and agree as follows:
ARTICLE I
Section 1.1
Capitalized Terms
. Capitalized terms used but not defined herein
are defined in the Indenture and are used herein with the meanings assigned to them therein.
Section 1.2
Securities
. Holdings shall, effective as of the effective time of the
Reorganization (the “Effective Time”), assume, and shall thereafter timely pay, perform, discharge and fully and unconditionally guarantee, each and every obligation of the Company under and with respect to those certain 5.875% Convertible
Senior Notes due 2035 (the “Securities”) issued by the Company in an aggregate principal amount of $300,000,000 pursuant to the Indenture.
Section 1.3
Indenture
. Pursuant to Article 5 of the Indenture, Holdings shall, effective as of the Effective Time, succeed to, and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if Holdings had been named as the Company in the Indenture. Without limiting the foregoing, Holdings shall, effective as of the Effective Time, assume, and shall thereafter timely pay, perform, discharge
and fully and unconditionally guarantee, each and every obligation of the Company under and with respect to the Indenture. From and after the Effective Time, the Company will be discharged and released from all obligations and covenants under the
Indenture and the Securities, including but not limited to the obligation to pay, perform and discharge any indebtedness issued under the Indenture.
Section 1.4
Conversion of Securities
. At the Effective Time, the Securities shall cease to be convertible into shares of the Company’s common stock and shall be convertible, under the same terms and
conditions as were applicable to such Securities immediately prior to the Effective Time, into shares of Holdings no par value common stock.
Section 1.5
No Recourse Against Others
. No past, present or future director, officer, employee, incorporator, shareholder of Company, as such, shall have any liability for any obligations of Holdings or Company under the
Securities, the Indenture or this Supplemental Indenture or any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting the Securities, waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.
ARTICLE II
Section 2.1
Effectiveness
. Although this Indenture may be executed and delivered by the parties hereto prior to the Effective Time, the
provisions hereof shall not become effective unless and until the Reorganization becomes effective and, under such circumstances, shall become effective concurrently with the Effective Time of the Reorganization. From and after the Effective Time,
the Indenture, as hereby supplemented, amended and modified, shall remain in full force and effect.
Section 2.2
References
.
Each reference in the Indenture or this Supplemental Indenture to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as modified by this
Supplemental Indenture, except where the context otherwise indicates.
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Section 2.3
Benefit
. All the covenants, provisions, stipulations and agreements contained in
this Supplemental Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the Holders and registered owners from time to time of the Securities as hereby amended and supplemented.
Section 2.4
Receipt by Trustee
. In accordance with Article 5, Section 12.04 and Section 12.05 of the Indenture, the
Trustee acknowledges that it has received an Officer’s Certificate and Opinion of Counsel stating that the Reorganization and the Supplemental Indenture comply with Article 5 of the Indenture and that all conditions precedent provided in the
Indenture relating to the Reorganization have been satisfied.
Section 2.5
Counterparts
. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to be a single instrument.
Section 2.6
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the state of New York without giving effect to the conflict of laws rules thereof.
Section 2.7
Headings
. The Article and Section headings herein are for convenience only and shall not affect the construction
hereof.
Section 2.8
The Trustee
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity, legality or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company and Holdings.
Section 2.9
Separability
. Each provision of this Supplemental Indenture shall be considered separable and if for any reason any provision
which is not essential to the effectuation of the basic purpose of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.10
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly
supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
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IN WITNESS WHEREOF, the undersigned have each caused this Supplemental Indenture to be executed in its
corporate name by the officer whose name is provided below, all as of the day and year first above written.
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COMPUCREDIT CORPORATION
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By:
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/s/ David G. Hanna
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Name:
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David G. Hanna
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Title:
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Chief Executive Officer
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By:
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/s/ Richard W. Gilbert
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Name:
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Richard W. Gilbert
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Title:
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Chief Operating Officer
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COMPUCREDIT HOLDINGS CORPORATION
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By:
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/s/ David G. Hanna
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Name:
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David G. Hanna
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Title:
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Chief Executive Officer
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By:
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/s/ J.Paul Whitehead, III
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Name:
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J.Paul Whitehead, III
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Title:
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Chief Financial Officer
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Paul L. Henderson
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Name:
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Paul L. Henderson
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Title:
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Assistant Vice President
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Exhibit 10.1
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT
(this “Assumption Agreement”) dated
as of June 30, 2009 is between CompuCredit Corporation, a Georgia corporation (“CompuCredit”), and CompuCredit Holdings Corporation, a Georgia corporation and a wholly owned subsidiary of CompuCredit (“Holdings”). All
capitalized terms used in this Assumption Agreement and not defined herein have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 2, 2009 (the “Merger Agreement”), by and among Holdings,
CompuCredit and CompuCredit Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of Holdings (“Merger Sub”).
RECITALS
WHEREAS
, pursuant to the Merger Agreement, at the Effective Time Merger Sub will be merged with and into
CompuCredit, with CompuCredit continuing as the surviving corporation, each outstanding share of CompuCredit Common Stock will be converted into one share of Holdings Common Stock and each outstanding share of Holdings Common Stock held by
CompuCredit will be canceled (the “Reorganization”); and
WHEREAS
, in connection with the Reorganization, Holdings will
assume CompuCredit’s currently effective registration statements (collectively, the “Registration Statements”), CompuCredit’s Registered Stock Plans, the employee benefit plans listed in
Exhibit A
(the “Plans”)
and the employment agreements listed in
Exhibit B
(the “Agreements”), all upon the terms and subject to the conditions set forth in this Assumption Agreement.
NOW, THEREFORE,
for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, CompuCredit and
Holdings hereby agree as follows:
I.
ASSUMPTION OF REGISTRATION STATEMENTS
1. Subject to and as of the Effective Time, Holdings
assumes the Registration Statements subject to the terms and conditions of the Merger Agreement and, to the extent set forth therein, assumes all obligations of CompuCredit under the Registration Statements.
2. Holdings, as of the Effective Time, shall be deemed a “successor issuer” for purposes of continuing offerings under the Securities Act of
1933, as amended (the “Securities Act”). As soon as practicable following the Effective Time, Holdings agrees to file post-effective amendments to each of the Registration Statements, adopting such statements as Holdings’ own
registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934 and setting forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession or
as necessary to keep the Registration Statements from being misleading.
II.
ASSUMPTION OF EQUITY PLANS
1. Subject to and as of the Effective Time, Holdings assumes and
will perform, from and after the Effective Time, all of the obligations of CompuCredit pursuant to the Registered Stock Plans.
2. Subject
to and as of the Effective Time, Holdings assumes each option to purchase or right to acquire or vest in CompuCredit Common Stock issued under the Registered Stock Plans or granted by CompuCredit outside of the Registered Stock Plans that is
outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time, which shall be converted into an option to purchase or right to acquire or vest in, on otherwise the same terms and conditions as were
applicable under the respective Registered Stock Plan or the underlying equity award agreement (as modified herein), that number of shares of Holdings Common Stock equal to the number of shares of CompuCredit Common Stock subject to such CompuCredit
Award, at, for stock options, an exercise price per share equal to the exercise price per share for such CompuCredit stock option immediately prior to the Effective Time.
3. Holdings and CompuCredit agree to (i) prepare and execute all amendments to the Registered Stock Plans, CompuCredit Awards, and other documents necessary to effectuate Holdings’ assumption of the
Registered Stock Plans and the outstanding options to purchase or rights to acquire or vest in CompuCredit Common Stock, (ii) provide notice of the assumption to holders of such options and rights to acquire or vest in CompuCredit Common Stock
as reasonably necessary, and (iii) submit any required filings with the Securities and Exchange Commission in connection with same.
4. On or prior to the Effective Time, Holdings shall reserve sufficient shares of Holdings Common Stock to provide for the issuance of Holdings Common Stock to satisfy Holdings’ obligations under the Merger Agreement, including without
limitation the Registered Stock Plans.
III.
ASSUMPTION OF EMPLOYEE BENEFIT PLANS
1. As of and subject to the Effective Time, CompuCredit
transfers, and Holdings assumes and accepts, sponsorship of all of the Plans, along with any agreements, rights, duties, assets and liabilities associated with such Plans, to the extent such Plans were previously sponsored or maintained by
CompuCredit, such that CompuCredit will no longer sponsor any of such Plans after the Effective Time.
2. As of and subject to the
Effective Time, CompuCredit transfers, and Holdings assumes and accepts, all trusts and related trust agreements and other funding vehicles maintained by CompuCredit in connection with such Plans, and Holdings and CompCredit agree to take all
necessary actions to effect such transfers.
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3. As of and subject to the Effective Time, Holdings will be a participating employer in such Plans and
all of Holdings’ employees, to the extent otherwise eligible, shall be eligible to participate in such Plans by taking into account any service such employees were credited previously by CompuCredit for purposes of such Plans; and CompuCredit
also shall continue as a participating employer in such Plans notwithstanding the transfer of sponsorship of such Plans from CompuCredit to Holdings.
4. Holdings and CompuCredit agree to (i) prepare and execute all amendments to the Plans and other documents necessary to effectuate Holdings’ assumption of sponsorship of such Plans and the related trusts,
trust agreements and funding vehicles and Holdings’ and CompuCredit’s participation in such Plans as participating employers for their respective eligible employees and (ii) provide notice to affected participants, vendors and other
persons.
IV.
ASSUMPTION OF EMPLOYMENT AGREEMENTS
Subject to and as of the Effective Time, CompuCredit assigns, and Holdings
assumes, all of the Agreements along with any rights, duties, and liabilities associated with such Agreements, entered into by CompuCredit prior to the Effective Time, contingent upon the applicable employee’s consent to the extent required
under the applicable Agreement.
V.
MISCELLANEOUS
Each of Holdings and CompuCredit will, from time to time and at all times
hereafter, upon every reasonable request to do so by the other party hereto, make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be reasonably required or
necessary in order to further implement and carry out the intent and purpose of this Assumption Agreement.
[Signatures Follow on Next Page]
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IN WITNESS WHEREOF
, Holdings and CompuCredit have caused this instrument to be duly executed as of
and on the date first above written, to be effective as of the Effective Time.
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COMPUCREDIT HOLDINGS CORPORATION
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By:
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/s/ David G. Hanna
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Name:
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David G. Hanna
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Title:
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Chief Executive Officer
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COMPUCREDIT CORPORATION
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By:
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/s/ J.Paul Whitehead, III
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Name:
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J.Paul Whitehead, III
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Title:
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Chief Financial Officer
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Exhibit 99.1
COMPUCREDIT CORPORATION COMPLETES REORGANIZATION
ATLANTA, GA, June 30, 2009 — CompuCredit Corporation and
CompuCredit Holdings Corporation (NASDAQ: CCRT) today announced that they have completed a reorganization establishing CompuCredit Holdings Corporation as a Georgia holding company.
Under a plan of reorganization approved by CompuCredit Corporation shareholders on June 29, 2009, CompuCredit Corporation, a Georgia corporation, became a wholly owned subsidiary of CompuCredit Holdings
Corporation, a Georgia corporation, and the former shareholders of CompuCredit Corporation became shareholders of CompuCredit Holdings Corporation, with the same number and percentage of shares of CompuCredit Holdings Corporation as they held of
CompuCredit Corporation.
The common stock of CompuCredit Holdings Corporation will commence trading on the NASDAQ Global Select Market on July 1,
2009 under the ticker symbol “CCRT” - the same symbol under which the shares of CompuCredit Corporation common stock traded. The conversion of shares of CompuCredit Corporation common stock into CompuCredit Holdings Corporation common
stock occurred automatically upon consummation of the reorganization. Shareholders need not return stock certificates or otherwise take any action to exchange their former shares of CompuCredit Corporation common stock. In addition, the
reorganization will be tax-free for CompuCredit Corporation shareholders.
Immediately following the reorganization, CompuCredit Holdings Corporation and
its subsidiaries will conduct the same businesses and operations under the same management as did CompuCredit Corporation.
ABOUT COMPUCREDIT
CompuCredit is a specialty finance company and marketer of branded credit cards and related financial services. CompuCredit provides these services to consumers who
are underserved by traditional financial institutions. Through corporate and affinity contributions focused on the underserved and un-banked communities, CompuCredit also uses its financial resources and volunteer efforts to address the numerous
challenges affecting its customers. For more information about CompuCredit, visit
www.CompuCredit.com
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Contacts:
Investor Relations
Jay Putnam
770.828.2612
Email: jay.putnam@compucredit.com
Media Relations
Tom Donahue
770.828.1577
Email: tom.donahue@compucredit.com