Form 8-A12B - Registration of securities [Section 12(b)]
January 30 2024 - 12:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ATLANTICUS HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Georgia
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58-2336689
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Five Concourse Parkway, Suite 300
Atlanta, Georgia
(Address of principal executive offices)
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30328
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which each class
is to be registered
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9.25% Senior Notes due 2029
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
File No. 333-255834
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The securities registered hereby are the 9.25% Senior Notes due 2029 (the “Senior Notes”) of Atlanticus Holdings Corporation (the “Company”). The description set forth in the section “Description of the Notes” in the Company’s prospectus supplement dated January 25, 2024 and in the section “Description of Debt Securities” in the accompanying prospectus that constitutes a part of the Company’s Shelf Registration Statement on Form S-3 (File No. 333-255834), which was declared effective by the Securities and Exchange Commission on May 13, 2021, are incorporated herein by reference.
The following exhibits are filed as a part of this Registration Statement:
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Exhibit
No.
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Description
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4.1
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Indenture, dated as of November 22, 2021, between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2021)
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4.2
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Third Supplemental Indenture, dated as of January 30, 2024, between Atlanticus Holdings Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 30, 2024)
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4.3
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Form of 9.25% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.2 above)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: January 30, 2024
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Atlanticus Holdings Corporation
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By:
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/s/ William R. McCamey
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Name: William R. McCamey
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Title: Chief Financial Officer
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