UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 8, 2021
Atlanticus Holdings Corporation
(Exact name of registrant as specified in its charter)
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Georgia
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000-53717
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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 300, 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:
☐ 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 class
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Trading Symbol
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Name of exchange on which registered
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Common stock, no par value
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ATLC
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Nasdaq Global Select Market
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7.625% Series B Cumulative
Perpetual Preferred Stock, no par value
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ATLCP
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 8.01. Other Events.
On July 8, 2021, Atlanticus Holdings Corporation, a Georgia corporation (the “Company”), issued and sold an additional 388,533 shares of the Company’s 7.625% Series B Cumulative Perpetual Preferred Stock, no par value and liquidation preference of $25.00 per share (the “Series B Cumulative Perpetual Preferred Stock”), pursuant to the exercise of the underwriters’ option to purchase additional shares of Series B Cumulative Perpetual Preferred Stock granted to the underwriters in the underwriting agreement (the “Underwriting Agreement”), dated as of June 8, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters named therein.
The net proceeds to the Company, inclusive of the previously disclosed issuance and sale of 2,800,000 shares of Series B Cumulative Perpetual Preferred Stock pursuant to the Underwriting Agreement, were approximately $76.4 million, after deducting underwriting discounts and estimated offering expenses.
A copy of the legal opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the Series B Cumulative Perpetual Preferred Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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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Atlanticus Holdings Corporation
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Date: July 8, 2021
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By:
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/s/ William R. McCamey
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Name: William R. McCamey
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Title: Chief Financial Officer
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Exhibit 5.1
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Troutman Pepper Hamilton Sanders LLP
600 Peachtree Street NE, Suite 3000
Atlanta, GA 30308-2216
troutman.com
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July 8, 2021
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328
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Re:
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Atlanticus Holdings Corporation Registration Statement on Form S-3 (File No. 333-255834)
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Ladies and Gentlemen:
We have acted as counsel to Atlanticus Holdings Corporation, a Georgia corporation (the “Company”), in connection with (i) the Company’s Registration Statement on Form S-3 (File No. 333-255834), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 6, 2021, which registration statement was declared effective by the Commission on May 13, 2021 (the “Registration Statement”), and the accompanying base prospectus dated May 13, 2021 (the “Prospectus”) and (ii) the public offering of up to 388,533 shares (the “Additional Shares”) of the Company’s 7.625% Series B Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference of $25.00 per share (the “Series B Preferred Stock”), as described in the prospectus supplement dated June 8, 2021 (together with the Prospectus, the “Final Prospectus”) pursuant to the exercise of the Underwriter’s option to purchase the Additional Shares under an Underwriting Agreement, dated June 8, 2021, between the Company and B. Riley Securities, Inc., as representative of the several Underwriters named in Schedule I thereto (the “Underwriting Agreement”).
This opinion is being furnished in accordance with the requirements of Item 16 of the Commission’s Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
In connection with the foregoing, we have examined originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth, including (i) the organizational documents of the Company, which include the Articles of Incorporation, as amended to date, and the Amended and Restated Bylaws of the Company, as amended to date, (ii) the Company’s Articles of Amendment Establishing 7.625% Series B Cumulative Perpetual Preferred Stock; (iii) the resolutions of the Board of Directors of the Company and Pricing Committee thereof with respect to the Registration Statement and the registration and issuance of the Additional Shares, the Final Prospectus, the execution and delivery of the Underwriting Agreement and certain related matters, (iv) the Registration Statement and exhibits thereto, (v) the Final Prospectus, (vi) the Underwriting Agreement, and (vii) the Notice of Exercise of the Underwriter’s option to purchase the Additional Shares dated July 6, 2021.
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Atlanticus Holdings Corporation
July 8, 2021
Page 2
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For purposes of the opinions expressed below, we have assumed without verification (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.
We do not express any opinion herein concerning any law other than the laws of the State of Georgia and the federal law of the United States. We are not opining on “blue sky” or other state securities laws. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon and subject to the foregoing, we are of the opinion that the Additional Shares have been duly authorized and, when the Additional Shares have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, such Additional Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the GBCC.
Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and any amendments thereto and with respect to our name wherever it appears in the Registration Statement and the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder.
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Very truly yours,
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/s/ Troutman Pepper Hamilton Sanders LLP
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Exhibit 99.1
Atlanticus Holdings Corporation Announces Closing of Over-Allotment Option
in Connection with Offering of Series B Cumulative Perpetual Preferred Stock
ATLANTA, GA., July 8, 2021 – Atlanticus Holdings Corporation (NASDAQ: ATLC) (“Atlanticus” or the “Company”) today announced the closing of its underwritten registered public offering of 388,533 additional shares of its 7.625% Series B Cumulative Perpetual Preferred Stock, no par value and liquidation preference of $25.00 per share (the “Preferred Stock”), at an initial public offering price of $25.00 per share, in connection with the exercise of the underwriters’ option to purchase additional shares of Preferred Stock. The offering resulted in net proceeds of approximately $9.3 million after deducting underwriting discounts and commissions, but before deducting expenses and the structuring fee. The Company expects to use the net proceeds of this offering for general corporate purposes, including the repurchase of common stock.
B. Riley Securities, Inc., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc. and William Blair & Company acted as book-running managers for this offering. Kingswood Capital Markets, division of Benchmark Investments, LLC, acted as lead manager for the offering. Aegis Capital Corp. and Maxim Group LLC acted as co-managers for this offering.
Troutman Pepper Hamilton Sanders LLP acted as legal counsel to the Company. Alston & Bird LLP acted as legal counsel to the underwriters.
The offering of these securities is being made pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2021 and declared effective by the SEC on May 13, 2021. The offering will be made only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these securities may be obtained, when available, from the website of the SEC at http://www.sec.gov or by contacting: B. Riley Securities, Inc., 1300 17th Street North, Suite 1300, Arlington, Virginia 22209, Attn: Prospectus Department, Email: prospectuses@brileyfin.com, Telephone: (703) 312-9580.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Atlanticus Holdings Corporation
Empowering Better Financial Outcomes for Everyday Americans
Founded in 1996, our business utilizes proprietary analytics and a flexible technology platform to enable financial institutions to provide various credit and related financial services and products to everyday Americans. We apply the experience gained and infrastructure built from servicing over 18 million customers and $26 billion in consumer loans over our 24-year operating history to support lenders that originate a range of consumer loan products. These products include retail and healthcare credit and general-purpose credit cards marketed through our omnichannel platform, including retail point-of-sale, healthcare-point of-care, direct mail solicitation, internet-based marketing, and partnerships with third parties. Additionally, through our CAR subsidiary, Atlanticus serves the individual needs of automotive dealers and automotive non-prime financial organizations with multiple financing and service programs.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in the Company's filings with the Securities and Exchange Commission and include, but are not limited to, risks related to the extent and duration of the COVID-19 pandemic and its impact on the Company, bank partners, merchants, consumers, loan demand, the capital markets and the economy in general; the Company's ability to retain existing, and attract new, merchants and funding sources; changes in market interest rates; increases in loan delinquencies; its ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company's ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, the Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
Contact:
Investor Relations
Adam Prior
Senior Vice President
The Equity Group Inc.
