America's Car-Mart Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01. | Entry into a Material Definitive Agreement. |
On July 12, 2024, America’s Car-Mart, Inc., a Texas corporation (the “Company”), and its subsidiaries, Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”), America’s Car Mart Inc., an Arkansas corporation (“ACM”), and Texas Car-Mart, Inc., a Texas corporation (“TCM” and collectively with Colonial and ACM, the “Borrowers”), entered into Amendment No. 7 to the Third Amended and Restated Loan and Security Agreement (“Agreement”), dated as of September 30, 2019, by and among the Company, Colonial, ACM, TCM and a group of lenders, as previously amended on October 29, 2020, February 10, 2021, September 29, 2021, April 22, 2022, February 22, 2023, and February 28, 2024.
Amendment No. 7 to the Agreement (the “Amendment”) makes certain adjustments and modifications to the terms of the Agreement to, among other things, permit the Company and certain of its subsidiaries to enter into an amortizing warehouse loan facility that provides additional funding for the Company’s finance receivables, with recourse against the Company for up to 10% of the aggregate amount borrowed under the warehouse loan facility. The Amendment also makes certain modifications to the fixed charge coverage ratio covenant under the Agreement.
Certain members of the lending group under the Agreement, or their respective affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including treasury management, commercial banking, trust, financial advisory or other financial and commercial services, for which they received, or will receive, customary fees and expenses.
The above description is a summary and is qualified in its entirety by the Amendment, which is filed as an exhibit to this report 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 a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01. | Other Events. |
On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement with Atlas Securitized Products Funding 1, L.P. and its servicing affiliate, under which the Company’s affiliate has borrowed $150 million in funding for the Company’s finance receivables through an amortizing warehouse loan facility collateralized by certain loans originated by the Company’s operating subsidiaries, America’s Car Mart, Inc. and Texas Car-Mart, Inc. The warehouse loan facility provides for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility. Principal and interest on the outstanding balance are payable monthly at an interest rate equal to the adjusted Term SOFR plus 350 basis points. The warehouse loan facility matures on July 12, 2026.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
America’s Car-Mart, Inc. | ||
Date: July 18, 2024 | /s/ Vickie D. Judy | |
Vickie D. Judy | ||
Chief Financial Officer | ||
(Principal Financial Officer) |