Green Dot Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$GDOT
Finance: Consumer Services
Finance
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): September 6, 2024
(Exact Name of Registrant as Specified in its Charter)
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Item 1.01. Entry into a Material Definitive Agreement.
On September 6, 2024, Green Dot Corporation (the “Company”) completed the issuance and sale of its 8.75% Fixed Rate Senior Notes due 2029 in aggregate principal amount of $45 million (the “Notes”) in a private placement (the “Transaction”) exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).
The Transaction was completed pursuant to a Senior Note Purchase Agreement dated as of September 6, 2024 (the “Purchase Agreement”), entered into by the Company with certain “qualified institutional buyers” as defined in Rule 144A under the Securities Act and “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act. The Purchase Agreement contains customary representations, warranties, covenants and agreements for transactions of this type.
The Notes bear interest at 8.75% per annum, from and including September 6, 2024, to but excluding September 15, 2029 or the earlier redemption of the Notes, payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2025.
The Company may, at its option, before March 15, 2029, redeem the Notes in whole or in part at any time at a redemption price equal to 100% of the outstanding principal amount to be redeemed, together with accrued but unpaid interest thereon to but excluding the redemption date, plus a make-whole amount. On and after March 15, 2029, the Company may redeem the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to but excluding the redemption date.
The Notes are unsecured, senior obligations of the Company and are not guaranteed by any of the Company’s subsidiaries. The Notes are junior in right of payment to the Company’s existing and future secured indebtedness.
On September 6, 2024, the Company issued a press release announcing the completion of the Transaction, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing summary of the Notes and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, both of which are 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 disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |||||||
| 4.1 | ||||||||
10.1† | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |||||||
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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.
| GREEN DOT CORPORATION | |||||||||||
| By: | /s/ Amy Pugh | ||||||||||
| Amy Pugh | |||||||||||
| General Counsel and Secretary | |||||||||||
Date: September 6, 2024