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Three and Six Month Renewable Unsecured Subordinated Notes One, Two, Three, Four, Five and Ten Year ... - page 6 / 40





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additional approximately $90.5 million of debt that does not appear on our consolidated financial statements (which was issued by our off- balance sheet special purpose entities), we had approximately $855.1 million of outstanding obligations senior to the notes. See “Capitaliza- tion.”

Limited Restrictive Cove- The indenture governing the notes contains very limited restrictive cove-


nants. One of these covenants prohibits us from paying dividends on our capital stock if there is an event of default with respect to the notes or if payment of the dividend would result in an event of default. We are not restricted from entering into qualified sales or financing transactions or incurring additional indebtedness.

The covenants set forth in the indenture are more fully described under “Description of Notes — Restrictive Covenants.” These covenants have significant exceptions. We do not plan to issue any debt that is subordi- nate to the notes.

Use of Proceeds

If all the notes are sold, we would expect to receive up to approximately $43.5 million of net proceeds from this offering after paying the esti- mated offering expenses. To the extent that we sell the notes in exchange for outstanding notes, our net proceeds will be correspondingly reduced. The exact amount of net proceeds also may vary considerably depending on how long the notes are offered and other factors. We intend to use the net proceeds to fund the purchase of automobile contracts and for other general corporate purposes, which may include the payment of general and administrative expenses. See “Use of Proceeds.”

Absence of Public Market There is no existing market for the notes.

and Restrictions on Trans- We do not anticipate that a secondary market for the notes will develop . f e r s We do not intend to apply for listing of the notes on any securities ex-

change or for quotation of the notes in any automated dealer quotation system, including without limitation the OTC Bulletin Board or any over- the-counter market.

Book Entry

You will be able to transfer or pledge the notes only with our prior writ- ten consent. See “Description of the Notes - Transfers.”

The notes will be issued in book entry or uncertificated form only. Except under limited circumstances, the notes will not be evidenced by certifi- cated securities or negotiable instruments. See “Description of the Notes

  • Book Entry Registration and Transfers.”


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