Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2023, Elastic SPV, Ltd., EF SPV, Ltd., and EC SPV, Ltd.
individually and collectively, entered into the Third Amendment to the
Second-Lien Financing Agreement and Consent (the "PCAM Amendment") with Park
Cities Asset Management, LLC to increase the maximum commitment amount to $50
million from $30 million, with an immediate funding of $20 million on February
27, 2023. The PCAM Amendment, among other things, reduces the maximum interest
rate to 15.00% from 16.00%, increases the percentage of Eligible Consumer Loans
included in the Borrowing Base to 100% from 95%, removes the prepayment premium,
and removes or reduces certain financial covenants.
The foregoing description of the PCAM Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the
Second-Lien Financing Agreement, dated August 8, 2022, and prior amendments
thereto, which were filed as Exhibit 10.9 and Exhibit 10.10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
On February 24, 2023, Elevate Credit, Inc. (the "Company'); Rise SPV, LLC, a
wholly owned subsidiary of the Company; EF SPV, Ltd.; EC SPV, Ltd. and Elastic
SPV, Ltd. (collectively, the "Borrowers") entered into the Third Omnibus
Amendment and Consent (the "VPC Amendment") with Victory Park Management, LLC,
as administrative agent and collateral agent for the lenders and the holders (in
such capacity, the "Agent") to amend certain covenants for both the product
portfolios and the Company effective as of January 31, 2023. The VPC Amendment
also provides consent to the PCAM Amendment.
Furthermore, with the previously announced closing of the merger transaction
between the Company and Park Cities Asset Management, LLC, the Omnibus Amendment
and Consent between the Borrowers and the Agent became effective as of February
28, 2023 (the "Consent Amendment"). The Consent Amendment terminates all
outstanding commitments to lend loan proceeds, therefore restricting the
Borrowers from drawing any additional funds from the facilities through their
maturity date of January 1, 2024.
The foregoing descriptions of the VPC Amendment and the Consent Amendment do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Fifth Amended and Restated Financing Agreement, dated February
7, 2019, the full text of the Financing Agreement, dated February 7, 2019, the
full text of the Financing Agreement, dated July 31, 2020, and the full text of
the Amended and Restated Financing Agreement, dated February 7, 2019, which were
filed as Exhibit 10.1 and Exhibit 10.3 to the Company's Current Report on Form
8-K filed February 11, 2019, Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2020, and Exhibit 10.2 to the
Company's Current Report on Form 8-K filed February 11, 2019, respectively. As
well as the full text of the prior amendments thereto, which were filed as
Exhibit 10.2, Exhibit 10.4, and Exhibit 10.5 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2020; Exhibit 10.1, Exhibit
10.2, and Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022; Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2022; and Exhibit 10.11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2022.
On February 24, 2023, Today SPV, LLC, Today Card, LLC, and Today Marketing, LLC,
all wholly owned subsidiaries of the Company, entered into the Second Amendment
of Financing Agreement (the "TSPV Amendment") with Park Cities Asset Management,
LLC to amend certain covenants effective as of November 1, 2022.
The foregoing description of the TSPV Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Financing
Agreement, dated October 12, 2021 and prior amendments thereto, which were filed
as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021 and Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022.
Creation of a Direct Financial Obligation under an Off-Balance Sheet
Item 2.03 Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated by reference.
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