GREENSKY, INC. Item 7.01. Regulation FD Disclosure.
During 2020, GreenSky (which, for purposes of this Report, includes
GreenSky expects that the investor will transfer the participation interests and certain rights of the investor in the agreements to a securitization vehicle and that notes indirectly secured by the participation interests will be sold in one or more private placements. The bank partner will continue to retain servicing rights to the loans and GreenSky will continue to act as first-party servicer of the loans on behalf of the bank partner. In addition, GreenSky will re-make certain of the representations it made to the investor directly to the securitization vehicle, which, if breached, would require GreenSky to repurchase the participation interests at a price specified in the agreements. The securitization vehicle will pay a servicing fee to the bank partner for the servicing of the loans, a portion of which will be paid by the bank partner to GreenSky in respect of its services on behalf of the bank partner. The servicing fee payable by the securitization vehicle is subordinate to certain fees, expenses and indemnities (if any) payable by the securitization vehicle. The amounts payable by the securitization vehicle as additional purchase price are subordinate to fees, expenses, indemnities (if any), interest on and principal of the issued notes, and required reserves payable by the securitization vehicle, although if the securitization vehicle fails to make a required payment of additional purchase price, then an affiliate of the investor is obligated to make the payment.
Neither GreenSky nor any of its bank partners organized or initiated the securitization transaction described above, was involved in the structuring of the transaction, the sale of the notes, or the negotiation or execution of any transaction documents to which they are not parties. Without limiting the foregoing, neither GreenSky nor its bank partners has any direct obligations to any holders of the notes, any responsibility for the offering document or offering process, or other obligations to any of the parties participating in the transaction described above except for those specified in the transaction documents to which they are parties.
The participation interests sold to the investor and that are anticipated to be
included in the securitization transaction relate solely to reduced rate loans
made primarily to finance home improvement-related products and services, which
are a subset of loans originated under the GreenSky Program. The performance of
this subset of loans is not indicative of the performance of all loans
originated under the GreenSky Program and the characteristics of the loans
underlying the participation interests is not indicative of the characteristics
of all loans originated under the GreenSky program. GreenSky expects that the
private placement memorandum used in connection with the offering of the notes
relating to the securitization will only contain performance information
regarding this subset of loans and the characteristics of the loans underlying
the participation interests being securitized. For certain information regarding
the characteristics and performance of GreenSky Program loans and GreenSky
Program home improvement-related loans, see slides 26 and 27, respectively,
contained in Exhibit 99.1 to the Form 8-K filed by GreenSky on
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Attached as Exhibit 99.1 are selected portions of the current draft of the preliminary private placement memorandum expected to be used in connection with the private placement process for the notes and definitions for the defined terms used in the selected portions.
The information furnished in Item 7.01 of this report, including the accompanying exhibits, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of GreenSky under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information in Item 7.01 of this report, including the accompanying exhibits, speaks only as of the date hereof. The Company disclaims any intent or obligation, other than as required by law, to update this information in light of new information or future events.
This report is not an offer to sell the notes or a solicitation of an offer to
buy the notes. If the notes are offered, GreenSky has been advised that they
will be offered by an affiliate of the investor in a private placement solely to
qualified investors in reliance on Rule 144A under the Securities Act, or
outside
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Selected portions from current draft of preliminary private placement
99.1 memorandum
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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