-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7dySUEoUumKjkt9Qw/1g2n+j7yziVstC7UukTGmNzJS0gm5x2WbI3IOTTd3OZAq iAXs5XPLnYOrYwPK4uJCPQ== 0001104659-05-059119.txt : 20051205 0001104659-05-059119.hdr.sgml : 20051205 20051205163055 ACCESSION NUMBER: 0001104659-05-059119 CONFORMED SUBMISSION TYPE: 424B7 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUCREDIT CORP CENTRAL INDEX KEY: 0001068199 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 582336689 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B7 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127418 FILM NUMBER: 051244563 BUSINESS ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7702066200 MAIL ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 424B7 1 a05-21271_1424b7.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(7)

 

Prospectus Supplement (to Prospectus dated September 20, 2005)

Filed Pursuant to Rule 424(b)(7) 
File No. 333-127418

 

$250,000,000

 

COMPUCREDIT CORPORATION

 

3.625% Convertible Senior Notes due 2025

and

Shares of Common stock Issuable Upon Conversion of the Notes

 

This prospectus supplement supplements our prospectus dated September 20, 2005 relating to the offer and sale from time to time by certain of our securityholders of up to $250,000,000 aggregate principal amount of our 3.625% Convertible Senior Notes due 2025 and the shares of our common stock issuable upon conversion of the notes.  The terms of the notes are set forth in the prospectus dated September 20, 2005.

 

This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus.  This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

 

SELLING SECURITYHOLDERS

 

The table below supplements the table of selling securityholders contained in the section of the prospectus captioned “Selling Securityholders.”  Where the name of a selling securityholder identified in the table below also appears in the table in the prospectus, the information set forth in the table below regarding that selling securityholder supersedes the information set forth in the prospectus.

 

The following table is based solely on information provided by the selling securityholders.  This information represents the most current information provided to us by selling securityholders.  The table below and the table in the prospectus may not reflect the exact principal amount of notes or number of shares of our common stock beneficially owned by the selling securityholders identified in the table because, since the date on which they provided the information regarding their ownership of those securities in the table, those securityholders may have acquired additional notes or shares of common stock issuable upon conversion of the notes or those securityholders may have sold, transferred or otherwise disposed of all or a portion of those securities.  However, no selling securityholder may use the prospectus, as supplement by this prospectus supplement, to offer or sell an aggregate principal amount of notes or a number of shares of common stock issuable upon conversion of the notes that exceeds the amount or number indicated with respect to that securityholder in the table below.

 



 

Selling Securityholder

 

Amount of
Notes
Beneficially
Owned ($)

 

Percentage
of Notes
Beneficially
Owned

 

Amount of
Notes To Be
Sold ($)

 

Number of
Shares of
Common
Stock
Beneficially
 Owned(2)(3)

 

Number of
Shares of
Common
Stock That
 May Be
Sold(1)(3)

 

Number of
Shares of
Common
Stock Upon
Completion
of the
Offering(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acuity Master Fund Ltd.

 

$

4,000,000

 

1.6%

 

$

4,000,000

 

92,123

 

92,123

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Akanthos Arbitrage Master Fund, LP

 

10,000,000

 

4.0

 

10,000,000

 

230,309

 

230,309

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CALAMOS ® Market Neutral Fund – CALAMOS ® Investment Trust

 

4,500,000

 

1.8

 

4,500,000

 

103,639

 

103,639

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D.E. Shaw Valence Portfolios, L.L.C. (5)

 

7,000,000

 

2.8

 

7,000,000

 

161,216

 

161,216

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ellington Overseas Partners, Ltd.

 

14,000,000

 

5.6

 

14,000,000

 

322,432

 

322,432

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empyrean Capital Fund, LP

 

877,000

 

*

 

877,000

 

46,657

 

20,198

 

26,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empyrean Capital Overseas Benefit Plan Fund, LTD

 

167,000

 

*

 

167,000

 

8,937

 

3,846

 

5,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empyrean Capital Overseas Fund, LTD

 

1,456,000

 

*

 

1,456,000

 

77,687

 

33,532

 

44,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HFR CA Select Fund

 

1,000,000

 

*

 

1,000,000

 

23,030

 

23,030

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kamunting Street Master Fund, LTD

 

8,000,000

 

3.2

 

8,000,000

 

184,247

 

184,247

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KBC Convertible Opportunities Fund, a Segregated Portfolio of KBC Alpha Master SPC (5)

 

9,950,000

 

4.0

 

9,950,000

 

229,157

 

229,157

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KBC Convertibles MAC28 Ltd, a Segregated Portfolio of KBC Alpha Master SPC (5)

 

2,490,000

 

*

 

2,490,000

 

57,346

 

57,346

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KBC Multi Strategy Arbitrage Fund, a Segregated Portfolio of KBC Alpha Master SPC (5)

 

29,060,000

 

11.6

 

29,060,000

 

669,277

 

669,277

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandelman Partners Multi-Strategy Master Fund, Ltd.

 

10,000,000

 

4.0

 

10,000,000

 

230,309

 

230,309

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UBS AG London F/B/O HFS (5)

 

17,500,000

 

7.0

 

17,500,000

 

403,040

 

403,040

 

0

 

 


*

Less than 1%.

 

 

(1)

Because a selling securityholder may sell all or a portion of the notes and common stock issuable upon conversion of the notes pursuant to this prospectus, an estimate can not be given as to the number or percentage of notes and common stock that the selling securityholder will hold upon termination of any sales.  The information presented assumes that all of the selling securityholders will fully convert the notes for cash and shares of our common stock and that the selling securityholders will sell all shares of our common stock that they receive pursuant to such conversion.

(2)

Includes shares of common stock issuable upon conversion of the notes.

(3)

The number of shares of our common stock issuable upon conversion of the notes is calculated assuming (i) that the notes are worth $500,000,000 at the time of conversion, with the $250,000,000 principal amount paid in cash and the remaining $250,000,000 paid in shares of our common stock and (ii) the conversion of the full amount of notes held by such holder at the initial conversion price of $43.42, which equals a conversion rate of the initial conversion rate of 23.0309 shares per $1,000 principal amount of the notes.  This conversion rate is subject to adjustment as described under “Description of Notes – Conversion Price Adjustments.”  Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time.  Fractional shares will not be issued upon conversion of the notes.  Cash will be paid instead of fractional shares, if any.

(4)

This selling securityholder has identified itself as a registered broker-dealer and, accordingly, it is deemed to be, under the interpretations of the Securities and Exchange Commission, an “underwriter” within the meaning of the

 



 

 

Securities Act of 1933, as amended.  Please see “Plan of Distribution” for required disclosure regarding these selling securityholders.

(5)

This selling securityholder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling securityholder acquired its notes or underlying common stock in the ordinary course of business and, at the time of the purchase of the notes or the underlying common stock, such selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the notes or underlying common stock.  To the extent that we become aware that such selling securityholder did not acquire its notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an “underwriter” within the meaning of the Securities Act of 1933, as amended.

 

Selling securityholders who are registered broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended.  In addition, selling securityholders who are affiliates of registered broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, if such selling securityholder (i) did not acquire its notes or underlying common stock in the ordinary course of business or (ii) had any agreement or understanding, directly or indirectly, with any person to distribute the notes or underlying common stock.  To our knowledge, no selling securityholder who is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.

 

The securities offered hereby involve significant risks and uncertainties.  These risks are described under the caption “Risk Factors” beginning on page 8 of the prospectus.  You should consider these Risk Factors before purchasing these securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement.  Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is December 5, 2005.

 


-----END PRIVACY-ENHANCED MESSAGE-----