America's Car-Mart Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 19, 2024, America’s Car-Mart, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC (the “Underwriter”), relating to the issuance and sale in an underwritten public offering by the Company of 1,700,000 shares of the Company’s common stock, par value $0.01 per share (the “Firm Shares”), at a public offering price of $43.00 per share. The Company expects to receive net proceeds from the offering, excluding any proceeds from the sale of the Option Shares (defined below), of approximately $67.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to 255,000 additional shares (the “Option Shares” and together with the Firm Shares, the “Shares”) at the public offering price, less the underwriting discounts and commissions. The offering closed on September 20, 2024.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-273034) that was previously filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2023 and became effective on August 14, 2023. A final prospectus supplement relating to the offering dated September 19, 2024 was filed with the Commission.
The Underwriting Agreement contains customary representations, warranties, agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.
A copy of the opinion and consent of Mayer Brown LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1 and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On September 18, 2024, the Company issued a press release announcing the commencement of the underwritten public offering and on September 19, 2024, the Company issued a press release announcing the pricing of the underwritten public offering, copies of which are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||
| 1.1 | Underwriting Agreement, dated September 19, 2024, by and among the Company and Jefferies LLC as underwriter. | ||
| 5.1 | Opinion of Mayer Brown LLP. | ||
| 23.1 | Consent of Mayer Brown LLP (contained in Exhibit 5.1). | ||
| 99.1 | Press Release, dated September 18, 2024. | ||
| 99.2 | Press Release, dated September 19, 2024. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
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, thereunto duly authorized.
Date: September 20, 2024
| AMERICA’S CAR-MART, INC. | ||||
| By: |
/s/ Vickie D. Judy |
| ||
| Name: Vickie D. Judy | ||||
| Title: Chief Financial Officer (Principal Financial Officer) | ||||