UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) August 5, 2011
Advance America, Cash Advance Centers, Inc.
(Exact name of registrant as specified in charter)
Delaware | | 001-32363 | | 58-2332639 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employee Identification No.) |
135 North Church Street, Spartanburg, SC | | 29306 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (864) 515-5600
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2011, Advance America, Cash Advance Centers, Inc. (the “Company”), together with its wholly-owned subsidiary AAFA Acquisition, Inc., entered into an Asset Purchase Agreement (the “Agreement”) with CompuCredit Holdings Corporation (“CompuCredit”) and its subsidiaries, CompuCredit Intellectual Property Holdings Corp. II, Valued Services, LLC, Valued Services of Alabama, LLC, Valued Services of Colorado, LLC, Valued Services of Kentucky, LLC, Valued Services of Oklahoma, LLC, Valued Services of Mississippi, LLC, Valued Services of Tennessee, LLC, Valued Services of Wisconsin, LLC, Valued Services of Ohio, LLC, VS of Ohio, LLC, Valued Services of South Carolina, LLC, and VS of South Carolina, LLC (together, the “Sellers”).
Under the terms of the Agreement, the Company has agreed to purchase substantially all of the assets and assume certain contractual obligations of the Sellers’ retail storefront consumer finance business, consisting of approximately 300 centers located in Alabama, Colorado, Kentucky, Mississippi, Ohio, Oklahoma, South Carolina, Tennessee and Wisconsin. The purchase price is approximately $45.6 million, subject to certain adjustments. The Agreement may be terminated upon the occurrence of certain events, including if the required regulatory approvals and closing conditions have not been satisfied or waived within 120 days of the date of the Agreement. There can be no assurances that the closing conditions will be met or waived, or that the acquisition will close as expected. The parties made customary representations and warranties to each other and, subject to the limitations and conditions set forth in the Agreement, have agreed to indemnify each other against specified losses.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached as Exhibit 2.1 to this report and incorporated herein in its entirety by reference.
Item 8.01. Other Events.
On August 8, 2011, the Company issued a press release announcing its entry into the Agreement referred to in Item 1.01 above. A copy of the press release is being filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number | | Description |
2.1 | | Asset Purchase Agreement, dated August 5, 2011, by and among Advance America, Cash Advance Centers, Inc., AAFA Acquisition, Inc., CompuCredit Holdings Corporation, CompuCredit Intellectual Property Holdings Corp. II, Valued Services, LLC, Valued Services of Alabama, LLC, Valued Services of Colorado, LLC, Valued Services of Kentucky, LLC, Valued Services of Oklahoma, LLC, Valued Services of Mississippi, LLC, Valued Services of Tennessee, LLC, Valued Services of Wisconsin, LLC, Valued Services of Ohio, LLC, VS of Ohio, LLC, Valued Services of South Carolina, LLC, and VS of South Carolina, LLC. |
99.1 | | Press Release of the Company dated August 8, 2011 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Advance America, Cash Advance Centers, Inc. |
| (Registrant) |
| | |
Date: August 8, 2011 | By: | /s/ James A. Ovenden |
| | James A. Ovenden Executive Vice President and Chief Financial Officer |
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