SEC Form FWP filed by Atlanticus Holdings Corporation

Term Sheet

Term Sheet dated July 24, 2024 to the Preliminary Prospectus Supplement dated July 23, 2024 of Atlanticus Holdings Corporation. This Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Term Sheet but not defined have the meanings given to them in the Preliminary Prospectus Supplement.

Issuer

Atlanticus Holdings Corporation

Title of Securities

9.25% Senior Notes Due 2029 (the “Notes”)

Type:

SEC Registered

Description:

The Notes constitute a further issuance of the Issuer’s 9.25% Senior Notes due 2029, of which $57,250,000 aggregate principal amount was previously issued (the “Existing Notes”). Upon settlement, the Notes will have the same CUSIP and will trade interchangeably with the Existing Notes. We expect the Notes to be fungible for U.S. federal income tax purposes with the Existing Notes. Immediately after giving effect to this offering, the total amount outstanding of our 9.25% Senior Notes due 2029 will be $112,250,000, assuming no exercise of the Option described below.

Trade Date

July 25, 2024

Settlement Date

July 26, 2024

Listing

NASDAQ “ATLCZ”

Size

$55,000,000 principal amount

Option

Up to $8,250,000 principal amount

Maturity Date

January 31, 2029

Rating

The Notes have received an “A” rating from Egan-Jones, an independent, unaffiliated rating agency. Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agency by the Issuer and information obtained by the rating agency from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the Notes. Each rating should be evaluated independently of any other rating.

Annual Coupon:

9.25%, paid quarterly in arrears

Interest Payment Dates

January 15, April 15, July 15 and October 15, commencing October 15, 2024, and at maturity

Price to the Public per Note

$24.70

Day Count

30/360

Optional Redemption

We may redeem the Notes for cash in whole or in part at any time at our option. Prior to January 31, 2026, the redemption price will be $25.00 per $25.00 principal amount of Notes, plus a “make-whole” premium calculated as described in the Preliminary Prospectus Supplement. Thereafter, we may redeem the Notes for cash (i) on or after January 31, 2026 and prior to January 31, 2027 at a price equal to $25.50 per $25.00 principal amount of Notes, (ii) on or after January 31, 2027 and prior to January 31, 2028 at a price equal to $25.25 per $25.00 principal amount of Notes, and (iii) on or after January 31, 2028 at a price equal to $25.00 per $25.00 principal amount of Notes, plus (in each case noted above) accrued and unpaid interest to, but excluding, the date of redemption.

Minimum Denomination/Multiples

Purchase of the Notes Upon Delisting Event

$25.00/$25.00

Upon the occurrence of a Delisting Event, the Company must offer to purchase the Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the date of the purchase.

CUSIP/ISIN

04914Y 409 / US04914Y4098

Book-Running Managers

B. Riley Securities, Inc.

Janney Montgomery Scott LLC

Lucid Capital Markets, LLC

William Blair & Company, L.L.C.

Co-Managers

A.G.P./Alliance Global Partners

Clear Street LLC