Oportun Financial Corporation filed SEC Form 8-K: Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits
$OPRT
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)
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-39050
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(650 ) 810-8823
Registrant’s Telephone Number, Including Area Code
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Item 1.02. Termination of a Material Definitive Agreement
On November 12, 2024 (the “Credit Cards Receivable Sale Closing”), Oportun Financial Corporation (the “Company”) completed the sale of its credit cards receivable portfolio to Continental Finance, a leading U.S. credit card marketer and servicer, pursuant to that certain Receivables Purchase and Sale Agreement, dated September 24, 2024, by and among Oportun Inc., Oportun CCW Trust and Oportun CCW Depositor, LLC, each a subsidiary of the Company, and Continental Purchasing, LLC.
In connection with the Credit Cards Receivable Sale Closing and pursuant to a program winddown agreement, the Amended and Restated Credit Card Program and Servicing Agreement, dated as of February 5, 2021, by and between the Company and WebBank, and other related documents, as amended, terminated effective November 10, 2024.
In connection with the Credit Cards Receivable Sale Closing and pursuant to an escrow agreement, the Indenture Termination Date as defined in the Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021 (as may from time to time have been amended, restated, or otherwise modified, the “CCW Indenture”), occurred and the CCW Indenture terminated effective November 10, 2024.
Item 2.01. Completion of Acquisition or Disposition of Assets
The disclosure provided in Item 1.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
Item 2.02. Results of Operations and Financial Condition
On November 12, 2024, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended September 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report.
The information in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing, except as expressly stated by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
On November 12, 2024, the Company issued a press release announcing the Credit Cards Receivable Sale Closing. A copy of the press release is attached as Exhibit 99.2 hereto.
The information in the press release provided pursuant to this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The furnishing of the information provided pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that the information provided pursuant to this Item 7.01 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | |||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | ||||
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 thereunto duly authorized.
| OPORTUN FINANCIAL CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 12, 2024 | By: | /s/ Jonathan Coblentz | ||||||||
| Jonathan Coblentz | |||||||||||
| Chief Financial Officer and Chief Administrative Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||