Item 1.01.
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Entry into a Material Definitive Agreement.
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Warehouse Financing of Receivables
On August 8, 2017, affiliates of Conns, Inc. (the
Company
) entered into a receivables warehouse financing
transaction (the
Warehouse Transaction
). In connection with the Warehouse Transaction, Conns Receivables Warehouse, LLC (the
Warehouse Issuer
), a wholly-owned indirect subsidiary of the
Company, will issue a variable funding asset-backed note (the
Note
) to be secured by certain customer receivable contracts (
Contracts
) (entered into to finance customer purchases of merchandise
from the Companys subsidiaries) and receivables evidenced thereby (
Receivables
). The Note may be funded from time to time in the sole discretion of the note purchasers party to that certain Note Purchase Agreement,
dated as of February 24, 2017, as amended and made effective as of August 8, 2017 (the
Note Purchase Agreement
), by and among the Warehouse Issuer, Conn Appliances Receivables Funding, LLC, as depositor (the
Depositor
), Conn Appliances, Inc. (
Conn Appliances
), as servicer (in such capacity, the
Servicer
) and sponsor (in such capacity, the
Sponsor
),
Credit Suisse AG, Cayman Islands Branch, as primary note purchaser (the
Primary Note Purchaser
), the conduits party thereto from time to time, and Credit Suisse AG, New York Branch, as administrative agent (the
Administrative Agent
). The maximum principal amount permitted to be outstanding at one time under the Note Purchase Agreement is $100,000,000. The Company expects that the initial funding under the Note will occur on
August 15, 2017, in the amount of $79,940,000, with the net proceeds thereof being used to prepay in full the outstanding Class B and Class C notes (the
2016-A
Securitization
Notes
) issued by Conns Receivables
2016-A,
LLC (the
2016-A
Issuer
), an indirect wholly-owned subsidiary of the Company,
under a securitization transaction entered into on March 17, 2016. Accordingly, the Company expects that the Note will initially be secured by the portfolio of Contracts currently held by Conns Receivables
2016-A
Trust (the
2016-A
Trust
), a wholly owned subsidiary of the
2016-A
Issuer.
Upon prepayment in full of the
2016-A
Securitization Notes, the
2016-A
Trust will convey such Contracts to the Depositor, which, in turn, will convey such Contracts to the Conns Receivables Warehouse Trust (the
Warehouse Trust
) pursuant to
the Second Receivables Purchase Agreement, dated as of February 24, 2017, as amended and made effective as of August 8, 2017 (the
Second Purchase Agreement
), by and among the Depositor, the Warehouse Issuer, Conn
Credit I, L.P., as original seller, and the Warehouse Trust. The Warehouse Issuer is the holder of the certificate representing a 100% beneficial interest in the Warehouse Trust (the
Receivables Trust Certificate
). The
Depositor is the holder of 100% of the equity interests in the Warehouse Issuer and is an indirect wholly-owned subsidiary of the Company.
The rights of the Warehouse Issuer in, to and under the Receivables Trust Certificate, and of the Warehouse Trust in, to and under all
Contracts, related Receivables and other related assets, will be pledged to Wells Fargo Bank, National Association, as indenture trustee (the
Indenture Trustee
), to secure the Note and other obligations of the Issuer under
the Warehouse Transaction. Conn Appliances, Inc., a direct and wholly owned subsidiary of the Company (the
Servicer
), will be responsible for servicing the Contracts transferred to the Warehouse Trust, as described in more
detail below.
The Note will be issued by the Warehouse Issuer pursuant to an Indenture, dated as of February 24, 2017, as amended
and made effective as of August 8, 2017 (the
Indenture
), by and among the Warehouse Issuer, the Servicer, the Indenture Trustee, the Administrative Agent and the Indenture Trustee. The Note bears interest at a rate per
annum equal to the sum of (i) the applicable Reference Rate (the applicable commercial paper rate or three-month LIBOR plus 1.00%, as applicable, as more fully described in Schedule II to the Servicing Agreement) and (ii) prior to the
occurrence of an event of default, 4.00%, and, on and after the occurrence of an event of default, 9.00%. The Note will mature on August 15, 2018. The initial funding under the Note will amortize on a full turbo basis, meaning that
collections on the Receivables securing the Note will not be permitted to be distributed to the Depositor, as equity owner of the Warehouse Issuer, unless and until all amounts owing in respect of the Note have been paid in full.
Each of the Servicer and the Depositor will have the option to purchase (the
Optional
Purchase
) the Contracts, related Receivables and certain other assets of the Warehouse Trust in connection with a securitization, sale or other transaction. The price paid for the Optional Purchase will not be less than an amount
sufficient to pay the aggregate unpaid principal of, and accrued and unpaid interest then due on, the Note, plus any fees, expenses and indemnities owing in connection with the Note.
If an event of default were to occur under the Indenture, the Trustee shall, at the direction of noteholders comprising in excess of 50% of
the outstanding principal balance of the Note, accelerate the maturity of the Note. Events of default include events such as failure to make required payments on the Note or specified bankruptcy-related events.
The Servicer is responsible for servicing the Receivables transferred to the Receivables Trust pursuant to a Servicing Agreement, dated as of
February 24, 2017, as amended and made effective as of August 8, 2017, by and among the Warehouse Issuer, the Receivables Trust, Conn Appliances and the Indenture Trustee (the
Servicing Agreement
). Under the
Servicing Agreement, the Servicer will receive a monthly servicing fee equal to 4.75% (annualized) based on the outstanding balance of the Receivables securing the Note. If the Servicer defaults in its obligations under the Servicing Agreement, it
may, and under certain circumstances will, be terminated and replaced as servicer.
The foregoing descriptions of the Note Purchase
Agreement, the Indenture, the Second Purchase Agreement, and the Servicing Agreement do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as Exhibits 1.1, 4.1, 10.1, and 10.2,
respectively, to this Current Report on Form
8-K
and incorporated by reference herein.