SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 2008
CONSUMER PORTFOLIO SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-51027 33-0459135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16355 Laguna Canyon Road, Irvine, CA 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 753-6800
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 30, 2008, Consumer Portfolio Services, Inc. (the "Company") entered into
a Securities Purchase Agreement (the "Agreement") and related agreements with
Levine Leichtman Capital Partners IV, L. P. (" LLCP"), pursuant to which LLCP
purchased a $10 million five-year note issued by the Company. The indebtedness
to LLCP is secured by substantially all of the Company's assets, though not by
the assets of the company's special-purpose financing subsidiaries. Certain
other subsidiaries of the Company (CPS Marketing, Inc., CPS Leasing, Inc.,
Mercury Finance Company LLC and TFC Enterprises LLC, together with the Company,
"CPS") have guaranteed the Company's obligations to LLCP.
Under the Agreement, subject to the satisfaction of certain terms and
conditions, LLCP has agreed to purchase an additional $15 million note to be
issued by the Company, which additional note is to have substantially the same
terms as the $10 million note. LLCP's obligation to purchase the additional note
under the Agreement is subject to a number of conditions being satisfied,
including, without limitation, a successful restructuring of certain
indebtedness owed by a subsidiary of the Company to an affiliate of
Citigroup.
In connection with the Agreement, the Company has paid a closing fee of $1.1
million and has issued to LLCP (i) 1,225,000 shares of the Company's common
stock, (ii) a warrant to purchase 275,000 shares of the Company's common stock,
at a nominal exercise price, and (iii) a warrant to purchase 1,500,000 shares of
the Company's common stock at an exercise price of $2.573 per share. Exercise of
the warrant(s) is contingent upon the Company's obtaining the approval of its
shareholders, which the Company has agreed to seek. As an alternative to
exercise of the warrants, LLCP has the right to require that the Company
purchase all or any portion of the warrants at a price equal to the difference
between the aggregate exercise price of the warrants so purchased, and the then
prevailing market price of the Company's common stock.
Affiliates of LLCP have purchased senior secured debt securities from the
Company, and have held as much as 4.5 million shares of the Company's common
stock, at various times in the past. No such debt securities have been
outstanding since July 2007, and no such shares have been held since December
2007.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information provided in response to item 1.01 is incorporated herein by
reference. The Company first incurred indebtedness under this facility in the
amount of $10 million on June 30, 2008. The Company is using proceeds of that
draw for working capital, for transaction costs, and for other corporate
purposes.
The indebtedness bears interest at the rate of 16% per annum. The full amount of
such indebtedness is due June 30, 2013, and not prior, other than upon the
occurrence of certain defined events of default.
The Company intends to incur additional indebtedness under this facility in
connection with the intended restructuring of outstanding indebtedness referred
to in item 1.01, however, there can be no assurance as to such restructuring,
nor as to such additional draw.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 30, 2008, the Company issued to LLCP (i) 1,225,000 shares of the
Company's common stock, (ii) a warrant to purchase 275,000 shares of the
Company's common stock, at a nominal exercise price, and (iii) a warrant to
purchase 1,500,000 shares of the Company's common stock, at an exercise price of
$2.573 per share. The shares and warrants were issued in consideration of LLCP's
purchasing the Company's $10 million five-year note, as described above in Item
1.01 of this Form 8-K. The content of Item 1.01 is incorporated by reference
into this Item 3.02. Each of the warrants may be exercised at any time on or
before June 30, 2018, contingent on shareholder approval of issuance of such
warrants, which the Company has agreed to seek. The exercise price of $2.573 per
share is equal to the average of the closing prices of the Common Stock on the
Nasdaq Stock Market for the ten trading days ended June 27, 2008. Each of the
warrants contains anti-dilution provisions and other customary provisions.
The sale and issuance of such shares and warrants is exempt from registration
under the Securities Act of 1933, pursuant to section 4(2) thereof, as a
transaction involving a public offering. Such securities were not offered or
sold to any person other than LLCP. The Company has also agreed to register the
resale of the warrants, and of the common stock that may be issued upon the
exercise of the warrants, under the Securities Act upon request of LLCP.
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The agreements between CPS and LLCP include restrictions on CPS repurchases of
its outstanding securities, including both (i) its common stock, and (ii) its
Renewable Unsecured Subordinated Notes. Absent the future consent of LLCP, as to
which there can be no assurance, CPS may not purchase more than $500,000 of its
outstanding common stock, nor may it repurchase prior to maturity in any one
year more than $100,000 of its Renewable Unsecured Subordinated Notes. As CPS
had already, prior to entering into such agreements, purchased the maximum
applicable to the Renewable Unsecured Subordinated Notes within calendar year
2008, no further repurchases of such notes prior to their maturity are permitted
within 2008.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
Item 99.1 News Release dated June 30, 2008 re $10 million financing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONSUMER PORTFOLIO SERVICES, INC.
Dated: July 7, 2008 By: /s/ Jeffrey P. Fritz
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Jeffrey P. Fritz
Sr. Vice President and Chief
Financial Officer
Signing on behalf of the registrant
and as principal financial officer
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EXHIBIT INDEX
Exhibit Number Description
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Item 99.1 News Release dated June 30, 2008 re $10 million financing.
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