CREDIT ACCEPTANCE CORPORATION (NASDAQ:CACC) Files An 8-K Entry into a Material Definitive Agreement

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CREDIT ACCEPTANCE CORPORATION (NASDAQ:CACC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2017, Credit Acceptance Corporation (the Company)
and Donald A. Foss, the Companys Chairman of the Board and a
member of the Companys Board of Directors, entered into a
shareholder agreement (the Shareholder Agreement).
Under the Shareholder Agreement, Mr. Foss has agreed not to, and
to cause his affiliates and associates not to, until the final
adjournment of the tenth annual meeting of shareholders held by
the Company after the date of the Shareholder Agreement, directly
or indirectly engage in specified activities, including, among
other things, calling or seeking to call any meeting of
shareholders, seeking representation on or nominating any
candidate to the Companys Board of Directors, seeking the removal
of any director or soliciting consents from shareholders or
otherwise acting or seeking to act by written consent in lieu of
a meeting; participating in any solicitation of proxies or
consents to vote or seeking to influence any person with respect
to voting of any voting securities of the Company in favor of a
director nominee who is not nominated by the Companys Board of
Directors or with respect to any shareholder proposal; becoming a
participant in any contested solicitation for the election of
directors with respect to the Company (other than in support of
all nominees of the Companys Board of Directors) or being the
proponent of any shareholder proposal; taking any action in
support of or making any proposal or request that constitutes
controlling, changing or influencing the Board of Directors or
management of the Company, a change to the composition of the
Companys Board of Directors (other than by making a non-public
proposal or request), any other material change in the Companys
management, business or corporate structure or seeking to have
the Company waive or modify its organizational documents or
taking or engaging in other actions that may impede or facilitate
the acquisition of control of the Company by any person; and
effecting or seeking to effect, or making any public statement
with respect to, any business combination transaction or other
extraordinary transaction involving the Company (provided that
such restrictions with respect to extraordinary transactions will
not preclude tendering securities of the Company into any tender
or exchange offer, open market or privately negotiated sales of
securities of the Company or, subject to the voting restrictions
described below, the voting of securities of the Company with
respect to any extraordinary transaction).
The Shareholder Agreement provides further that, until the final
adjournment of the tenth annual meeting of shareholders held by
the Company after the date of the Shareholder Agreement, Mr. Foss
will cause all shares of the Companys common stock beneficially
owned by him or any of his affiliates or associates to be voted
in accordance with the recommendation of the Companys Board of
Directors with respect to election and removal of directors,
certain routine matters and any other proposal to be submitted to
the Companys shareholders with respect to any extraordinary
transaction providing for the acquisition of all of the Companys
outstanding common stock. The Shareholder Agreement requires that
Mr. Foss not, and that Mr. Foss cause his affiliates and
associates not to, tender or exchange any of the Companys common
stock in connection with any tender or exchange offer for all of
the Companys outstanding common stock unless the Companys Board
of Directors has publicly recommended the acceptance of such
offer and has not publicly withdrawn or changed such
recommendation. The Shareholder Agreement requires that Mr. Foss
not solicit Company employees for employment and that he
terminate his direct and indirect financial support for certain
automobile dealerships and any other companies engaged in
automobile lease financing or indirect retail auto financing. The
Shareholder Agreement also includes a mutual non-disparagement
provision, a release by the Company of claims against Mr. Foss
relating to his ownership, operation or control of certain
automobile dealerships or other companies engaged in automobile
lease financing or indirect retail auto financing and a release
by Mr. Foss of claims against the Company relating to such
ownership, operation or control or to Mr. Fosss resignation from
the Companys Board of Directors or from his position as the
Companys Chairman of the Board. The releases are subject to
termination by the Company under certain circumstances.
Mr. Foss has advised the Company that, as of January 3, 2017, he
beneficially owned 3,914,492 shares of the Companys common stock.
Jill Foss Watson, Mr. Fosss daughter, reported beneficial
ownership of 3,929,438 shares of the Companys common stock as of
September 29, 2016, and Allan V. Apple, as Trustee and co-Trustee
for shares held for the benefit of Mr. Fosss children and Mr.
Fosss sons nephew, beneficially owned 2,022,243 shares of the
Companys common stock as of December 31, 2016. In the normal
course of the Companys business, dealers owned or controlled by
Mr. Foss or a member of Mr. Fosss immediate family assign
consumer loans to the Company under the Companys portfolio and
purchase programs on the same terms as those applicable to the
Companys loan assignments from non-affiliated dealers.
The description of the Shareholder Agreement contained in this
report is qualified in its entirety by reference to the complete
text of the Shareholder Agreement, a copy of which is filed as
Exhibit 10.18 to this report and incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 3, 2017, Donald A. Foss, a director of the Company and
the Companys Chairman of the Board, notified the Company of his
decision to retire as a director, officer and employee of the
Company effective January 3, 2017.
Item 7.01 Regulation FD Disclosure.
On January 4, 2017, the Company issued a press release announcing
the retirement of Donald A. Foss as a director, officer and
employee of the Company effective January 3, 2017. A copy of the
press release is furnished as Exhibit 99.1 to this report and
incorporated in this Item 7.01 by reference.
The information furnished to this Item 7.01, including the press
release furnished as Exhibit 99.1 to this report, shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.18
Shareholder Agreement, dated as of January 3, 2017, between
Credit Acceptance Corporation and Donald A. Foss
99.1
Press release dated January 4, 2017