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): February 7, 2006
CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 000-20202
MICHIGAN 38-1999511
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
25505 W. TWELVE MILE ROAD, SUITE 3000 48034-8339
SOUTHFIELD, MICHIGAN (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 248-353-2700
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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))
/X/ 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.
(a) On February 10, 2006, Credit Acceptance Corporation (the "Company")
executed Amendment No. 5, dated February 10, 2006, to the Loan and Security
Agreement dated as of September 30, 2003, among the Company, CAC Warehouse
Funding Corporation II, Wachovia Bank, National Association, Variable
Funding Capital Corporation, Wachovia Capital Markets, LLC, and Systems &
Services Technologies, Inc., as amended (the "Warehouse Facility"). The
amendment extends the maturity date of the Warehouse Facility from February
15, 2006 until February 9, 2007 and makes various other changes to adjust
the determination of asset values and otherwise conform the terminology
used in the Warehouse Facility to the Company's current method of
accounting to keep the parties' rights constant. In addition, the amendment
extends the date on which a refinancing of amounts due under the Warehouse
Facility must occur and otherwise modifies the related provision so that a
refinancing of a portion of amounts outstanding under the Warehouse
Facility will be required within 90 days of February 10, 2006 and within
360 days of the most recent refinancing occurring after February 10, 2006.
The amendment is attached as Exhibit 4(f)(66) to this Form 8-K and
incorporated herein by reference.
(b) On February 7, 2006, the Company executed the Fourth Amended and Restated
Credit Agreement (the "Revised Credit Agreement"), between the Company, the
Lenders which are parties thereto from time to time (each a "Bank" and
collectively, the "Banks"), Comerica Bank as Administrative Agent for the
Banks, and Banc of America Securities LLC as Sole Lead Arranger and Sole
Book Manager . The Revised Credit Agreement extends the maturity date from
June 9, 2006 to June 20, 2008 and makes various other changes to conform
the terminology used in the Revised Credit Agreement to the Company's
current business and method of accounting. In addition, the Revised Credit
Agreement increased the Borrowing Base rates from 65% of the Company's
dealer loans receivable and purchased contract balances to 75% of such
balances. The Revised Credit Agreement also eased the minimum tangible net
worth and maximum debt to net worth ratio requirements and eased the
restriction on the Company's ability to repurchase shares of its common
stock. The Revised Credit Agreement is attached as Exhibit 4(f)(67) to this
Form 8-K and incorporated herein by reference.
(c) In connection with the execution of the Revised Credit Agreement, the
Company also executed the Third Amended and Restated Security Agreement,
dated February 7, 2006, between the Company, certain subsidiaries of the
Company and Comerica Bank, as agent for the Banks (the "Revised Security
Agreement"). The Revised Security Agreement makes various changes to
conform the terminology used in the Revised Security Agreement to the
Revised Credit Agreement but does not contain any material changes to the
security granted by the Company and its subsidiaries. The Revised Security
Agreement is attached as Exhibit 4(f)(68) to this Form 8-K and incorporated
herein by reference.
ITEM 8.01. OTHER EVENTS.
On February 10, 2006, the Company issued a press release announcing the
execution of an amendment to its Warehouse Facility, the Revised Credit
Agreement, the commencement of a modified dutch auction tender offer to purchase
up to 5,000,000 shares of its outstanding common stock, and the submission of
its application to list shares on the Nasdaq National Market. The press release
is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4(f)(66) Amendment No. 5, dated February 10, 2006, to Warehouse
Facility dated as of September 30, 2003 among the Company, CAC
Warehouse Funding Corporation II, Wachovia Bank, National
Association, Variable Funding Capital Corporation, Wachovia
Capital Markets, LLC, and Systems & Services Technologies, Inc.,
as amended, and agreements related thereto.
4(f)(67) The Fourth Amended and Restated Credit Agreement, dated
February 7, 2006, between the Company, the Lenders which are
parties thereto from time to time, Comerica Bank as
Administrative Agent for the Banks, and Banc of America
Securities LLC as Sole Lead Arranger and Sole Book Manager.
4(f)(68) Third Amended and Restated Security Agreement, dated February 7,
2006, between the Company, certain subsidiaries of the Company
and Comerica Bank, as agent for the Banks.
99.1 Press Release dated February 10, 2006
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.
CREDIT ACCEPTANCE CORPORATION
(Registrant)
By: /s/ Douglas W. Busk
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Douglas W. Busk
Treasurer
February 10, 2006
EXHIBIT INDEX
No. Description
4(f)(66) Amendment No. 5, dated February 10, 2006, to Warehouse
Facility dated as of September 30, 2003 among the Company, CAC
Warehouse Funding Corporation II, Wachovia Bank, National
Association, Variable Funding Capital Corporation, Wachovia
Capital Markets, LLC, and Systems & Services Technologies, Inc.,
as amended, and agreements related thereto.
4(f)(67) The Fourth Amended and Restated Credit Agreement, dated
February 7, 2006, between the Company, the Lenders which are
parties thereto from time to time, Comerica Bank as
Administrative Agent for the Banks, and Banc of America
Securities LLC as Sole Lead Arranger and Sole Book Manager.
4(f)(68) Third Amended and Restated Security Agreement, dated February 7,
2006, between the Company, certain subsidiaries of the Company
and Comerica Bank, as agent for the Banks.
99.1 Press Release dated February 10, 2006