t67028e_scto-ia.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
CompuCredit
Holdings Corporation
(Name of
Subject Company (Issuer))
CompuCredit
Holdings Corporation
(Name of
Filing Person (Issuer))
3.625%
Convertible Senior Notes due 2025
5.875%
Convertible Senior Notes due 2035
(Title of
Class of Securities)
20478N
AA 8
20478N AB
6
20478N
AC 4
20478N AD
2
(CUSIP
Number of Class of Securities)
J.
Paul Whitehead, III
Chief
Financial Officer
CompuCredit
Holdings Corporation
Five
Concourse Parkway
Suite
400
Atlanta,
Georgia 30328
(770)
828-2000
(Name,
address and telephone number of person authorized to receive
notices
and communications on behalf of filing person)
With a
copy to:
W.
Brinkley Dickerson, Jr.
Troutman
Sanders LLP
600
Peachtree Street, N.E., Suite 5200
Atlanta,
Georgia 30308
(404)
885-3000
CALCULATION
OF FILING FEE:
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Transaction
Value(*)
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Amount
of Filing Fee(**)
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$80,000,000
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$5,704
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(*)Calculated
solely for purpose of determining the amount of the filing fee and based on the
purchase of $160.0 million in aggregate principal amount outstanding of 3.625%
Convertible Senior Notes due 2025 (the “2025 Notes”), plus accrued and unpaid
interest up to, but not including, the date of payment for the Notes accepted
for payment, at the maximum tender offer price of $500 per $1,000 principal
amount of the 2025 Notes.
(**)The
amount of the filing fee, $71.30 for each $1,000,000 of value of the 2025 Notes
was calculated in accordance with Rule 0-11(b)(1) of the Securities
Exchange Act of 1934, as amended.
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x
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
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Amount
Previously Paid: $5,704
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Filing
party: CompuCredit
Holdings Corporation
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Form or
Registration No.: Schedule TO
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Date
filed: January28, 2010
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o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes to designate any transactions to which this statement
relates:
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o
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third-party
tender offer subject to Rule 14d-1
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o
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going-private
transaction subject to Rule 13e-3
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|
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issuer
tender offer subject to Rule 13e-4
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o
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amendment
to Schedule 13D under
Rule 13d-2
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
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o
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Rule
13e-4(i) (Cross-Border Issuer Tender
Offer)
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o
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Rule
14d-1(d) (Cross- Border Third-Party Tender
Offer)
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INTRODUCTORY
STATEMENT
This Amendment No. 3 (“Amendment
No. 3”) amends and supplements the Tender Offer Statement on Schedule TO
filed by CompuCredit Holdings Corporation, a Georgia corporation (“CompuCredit”
or the “Company”), with the Securities and Exchange Commission on January 28,
2010 (as amended or supplemented, the “Schedule TO”), as amended by Amendment
No. 1 to Schedule TO filed by the Company on January 29, 2010 and by Amendment
No. 2 to Schedule TO filed by the Company on February 12, 2010,
relating to offers by the Company to purchase for cash up to $160.0 million
aggregate principal amount of the Company’s 3.625% Convertible Senior Notes due
2025 (the “2025 Notes”) validly tendered and accepted, and the Company’s 5.875%
Convertible Senior Notes due 2035 (the “2035 Notes” and, together with the 2025
Notes, the “Notes”) in an aggregate principal amount up to the amount of the
Tender Cap remaining (if any) for the purchase of the 2035 Notes
following the purchase of the 2025 Notes validly tendered and accepted. The
Offers are made upon the terms and subject to the conditions contained in the
Offer to Purchase, dated January 28, 2010 (as amended or supplemented, the
“Offer to Purchase”), a copy of which is attached hereto as
Exhibit (a)(1)(i), and the related Letter of Transmittal (as amended or
supplemented, the “Letter of Transmittal”), a form of which is attached hereto
as Exhibit (a)(1)(ii). All capitalized terms used but not defined herein
shall have the meanings assigned to them in the Offer to Purchase incorporated
by reference herein.
This Amendment No. 3 to the
Schedule TO is filed in satisfaction of the reporting requirements of
Rule 13e-4(c)(2) and Rule 13e-4(c)(3) promulgated under the Securities
Exchange Act of 1934, as amended. The information set forth in the
Offer to Purchase and the Letter of Transmittal is incorporated by reference
herein in response to all items in this Schedule TO, as more particularly set
forth below. Except as
specifically provided herein, this Amendment No. 3 does not modify any of the
information previously reported on the Schedule TO.
This Amendment No. 3 is being
filed solely to amend the Offers by waiving the Minimum Tender Condition
and extending the Expiration Date. We hereby waive the
Minimum Tender Condition. The deadline for tendering Notes pursuant to the terms
of the Offers has been extended from 11:59 p.m., New York City time, on February
25, 2010 to 11:59 p.m., New York City time, on March 4, 2010. As
of February 25, 2010, $32,690,000 in aggregate
principal amount of the 2025 Notes and $18,556,000 in aggregate
principal amount of the 2035 Notes have been tendered and not withdrawn from the
tender offer. These amounts reflect an update subsequent to the press release to
reflect the amount of Notes tendered as of 11:59 p.m. on February 25,
2010.
Procedures
for tendering the Notes during the extension of the Offers shall be the same as
during the original Offers.
Item
1. Summary Term Sheet.
The
information set forth in the Offer to Purchase under the caption “Summary Term
Sheet” as amended and
supplemented below, is incorporated herein by reference to this Item
1.
The Offer to
Purchase and Letter of Transmittal are hereby amended and supplemented by adding
the following language thereto:
“On
February 26, 2010, the Company issued a press release announcing that it is
extending the Expiration Date from 11:59 p.m., New York City time, on February
25, 2010 to 11:59 p.m., New York City time, on March 4, 2010. Noteholders may
withdraw tendered Notes at any time on or before the Expiration Date, as
extended.
In addition,
the Company announced that it is waiving the Minimum Tender Condition.
Previously, acceptance for payment of any Notes in the Offers was conditioned
upon the valid tender (without proper withdrawal) of a minimum of
$80.0 million in aggregate principal amount of the 2025
Notes. Pursuant to CompuCredit’s waiver of the Minimum Tender
Condition, the Offers are not conditioned upon the tender of a minimum in
aggregate principal amount of Notes.
A copy of the
press release is attached to the Schedule TO (as amended) as Exhibit
(a)(5)(ii).”
Item
2. Subject Company Information.
(a) Name and
Address. The name of the issuer of the Notes is CompuCredit Holdings
Corporation (as successor in interest to CompuCredit Corporation). The address
of CompuCredit’s principal executive offices is Five Concourse Parkway, Suite
400, Atlanta, Georgia 30328. Its telephone number is 770-828-2000.
(b) Securities.
The subject classes of securities are the 2025 Notes and the 2035 Notes of the
Company. The information set forth under the captions “The Offers – Description
of the Notes – The 2025 Notes” and “The Offers – Description of the Notes – The
2035 Notes” in the Offer to Purchase is incorporated herein by reference. As of
January 27, 2010, there were $230.5 million and $156.0 million aggregate
principal amount of the 2025 Notes and the 2035 Notes outstanding,
respectively.
(c) Trading
Market and Price. The Notes are not listed on any national securities
exchange or authorized to be quoted in any inter-dealer quotation system of any
national securities association. Certain institutions and securities dealers do
provide quotations for and engage in transactions in the Notes. There is,
however, no established trading market for the Notes, and we believe that
trading in the Notes has been limited. The Notes originally issued in private
placement transactions are eligible for trading in the Private Offerings, Resale
and Trading through Automated Linkages Market, commonly referred to as the
PORTAL Market; however, those Notes registered and resold under our registration
statement pursuant to the Securities Act of 1933 Act, as amended, are not
eligible for trading on the PORTAL Market. The information set forth in the
Offer to Purchase under the caption “Market Price Information” is incorporated
herein by reference in response to this Item 2(c).
Item
3. Identity and Background of Filing Person.
(a) Name and
Address. The Company is the filing person. The business address and
business telephone number of the Company are set forth under Item
2(a) above. The information set forth in the Offer to Purchase
in the section entitled “Interests of Directors and Executive Officers;
Transaction and Arrangements Concerning the Notes” is incorporated herein by
reference to this Item 3.
Item
4. Terms of the Transaction.
(a) Material
Terms. The information set forth in the Offer to Purchase under the
captions “Summary Term Sheet,” “The Offers” and “Certain United States Federal
Income Tax Considerations” as
amended and supplemented below, is incorporated herein by reference to
this Item 4(a).
The Offer to
Purchase and Letter of Transmittal are hereby amended and supplemented by adding
the following language thereto:
“On February
26, 2010, the Company issued a press release announcing that it is extending the
Expiration Date from 11:59 p.m., New York City time, on February 25, 2010 to
11:59 p.m., New York City time, on March 4, 2010. Noteholders may withdraw
tendered Notes at any time on or before the Expiration Date, as
extended.
In addition,
the Company announced that it is waiving the Minimum Tender Condition.
Previously, acceptance for payment of any Notes in the Offers was conditioned
upon the valid tender (without proper withdrawal) of a minimum of
$80.0 million in aggregate principal amount of the 2025
Notes. Pursuant to CompuCredit’s waiver of the Minimum Tender
Condition, the Offers are not conditioned upon the tender of a minimum in
aggregate principal amount of Notes.
A copy of the
press release is attached to the Schedule TO (as amended) as Exhibit
(a)(5)(ii).”
(b)
Purchases. The information set forth in the Offer to Purchase in the
section entitled “Interests of Directors and Executive Officers; Transaction and
Arrangements Concerning the Notes” is incorporated herein by
reference.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
The
information set forth under the captions “The Offers – Description of the Notes”
in the Offer to Purchase are incorporated herein by reference. The Company has
entered into the following agreements in connection with the Notes:
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●
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Indenture,
dated as of November 23, 2005, between CompuCredit Holdings
Corporation (as successor in interest to CompuCredit Corporation) and
Wachovia Bank, National Association, as trustee, relating to the 2025
Notes;
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●
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Supplemental
Indenture, dated as of June 30, 2009, by and among CompuCredit
Corporation, CompuCredit Holdings Corporation, and U.S. Bank National
Association (as successor in interest to Wachovia Bank, National
Association), as trustee, relating to the 2025
Notes;
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●
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Indenture,
dated as of May 27, 2005, between CompuCredit Holdings Corporation (as
successor in interest to CompuCredit Corporation) and Wachovia Bank,
National Association, as trustee, relating to the 2035 Notes;
and
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●
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Supplemental
Indenture, dated as of June 30, 2009, by and among CompuCredit
Corporation, CompuCredit Holdings Corporation, and U.S. Bank National
Association (as successor in interest to Wachovia Bank, National
Association), as trustee, relating to the 2035
Notes.
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Item
6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes.
The information set forth in the Offer to Purchase under the captions
“Answers to Questions You May Have – Information About the Offers – Why is
CompuCredit offering to purchase your Notes?” and “The Offers – Purpose of the
Offers” is incorporated herein by reference to this Item 6(a).
(b) Use of
Securities Acquired. The information set forth in the Offer to Purchase
under the caption “Answers to Questions You May Have – Information About
the Offers – What will CompuCredit do with the
Notes purchased?” is incorporated herein by reference to this Item
6(b).
(c) Plans.
The information set forth under the caption “Distribution Policy” in the
Offer to Purchase” is incorporated herein by reference to this Item
6(c).
Item
7. Source and Amount of Funds or Other Consideration.
(a) Source of
Funds. The information set forth in the Offer to Purchase under the
caption “The Offers – Sources and Amount of Funds,” is incorporated herein by
reference to this Item 7(a).
(b) Conditions.
The information set forth in the Offer to Purchase under the captions “The
Offers – Sources and Amount of Funds” and “The Offers – Conditions to the
Offers” is incorporated herein by reference to this Item 7(b).
(d) Borrowed
Funds. The information set forth in the Offer to Purchase under the
caption “The Offers – Sources and Amount of Funds,” is incorporated herein by
reference to this Item 7(d).
Item
8. Interest in Securities of the Subject Company.
(a) Securities
Ownership. The information set forth in the Offer to Purchase
in the section entitled “Interests of Directors and Executive Officers;
Transaction and Arrangements Concerning the Notes” is incorporated herein by
reference to this Item 8(a).
(b) Securities
Transactions. The information set forth in the Offer to Purchase in the
section entitled “Interests of Directors and Executive Officers; Transaction and
Arrangements Concerning the Notes” is incorporated herein by reference to this
Item 8(b).
Item
9. Persons/Assets Retained, Employed, Compensated or Used.
(a) Solicitations
or Recommendations. The information set forth in the Offer to Purchase
under the captions “Dealer Manager; Information Agent and Depository” is
incorporated herein by reference to this Item 9.
Item
10. Financial Statements.
The Company
does not believe it is required to include financial information due to the fact
that this information is not material to holders of the Notes because, among
other reasons, the consideration offered consists solely of cash, the Offers are
not subject to any financing condition, and the Company is a public reporting
company that files reports electronically through EDGAR.
Item
11. Additional Information.
The
information set forth in the Offer to Purchase and the Letter of Transmittal to
this Schedule TO is incorporated herein by reference.
Item
12. Exhibits.
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Exhibit No.
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Description
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(a)(1)(i)
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Offer
to Purchase, dated January 28, 2010.*
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(a)(1)(ii)
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Form of
Letter of Transmittal.*
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(a)(1)(iii)
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IRS
Form W-9.*
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(a)(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.*
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.*
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(a)(2)
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None.
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(a)(3)
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None.
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(a)(4)
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None.
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(a)(5)
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Press
Release, dated January 28, 2010.*
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(a)(5)(ii)
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Press
Release, dated February 26, 2010.
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(b)
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None.
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(d)(1)
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Indenture,
dated as of November 23, 2005, between CompuCredit Holdings
Corporation (as successor in interest to CompuCredit Corporation) and
Wachovia Bank, National Association, as trustee (incorporated by reference
to Exhibit 4.1 to CompuCredit Corporation’s Current Report on Form 8-K
filed November 28, 2005).
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(d)(2)
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Supplemental
Indenture, dated as of June 30, 2009, by and among CompuCredit
Corporation, CompuCredit Holdings Corporation, and U.S. Bank National
Association (as successor in interest to Wachovia Bank, National
Association), as Trustee (incorporated by reference to Exhibit 4.1 to
CompuCredit Holdings Corporation’s Current Report on Form 8-K filed July
7, 2009).
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(d)(3)
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Indenture,
dated as of May 27, 2005, between CompuCredit Holdings Corporation (as
successor in interest to CompuCredit Corporation) and Wachovia Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.1
to CompuCredit Corporation’s Current Report on Form 8-K filed May 31,
2005).
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(d)(4)
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Supplemental
Indenture, dated as of June 30, 2009, by and among CompuCredit
Corporation, CompuCredit Holdings Corporation, and U.S. Bank National
Association (as successor to Wachovia Bank, National Association), as
Trustee (incorporated by reference to Exhibit 4.2 to CompuCredit Holdings
Corporation’s Current Report on Form 8-K filed July 7,
2009).
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(g)
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None.
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(h)
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None.
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___________
Item
13. Information Required by Schedule 13E-3.
Not
applicable.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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COMPUCREDIT
HOLDINGS CORPORATION
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By:
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/s/ J.Paul
Whitehead, III |
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Name:
J.Paul
Whitehead, III |
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Title: Chief
Financial Officer |
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Dated:
February 26, 2010
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EXHIBIT
INDEX
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Exhibit No.
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Description
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(a)(5)(ii)
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Press
Release, dated February 26,
2010.
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