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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): October 9, 2020

 

Conn's, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-34956 06-1672840

(State or other jurisdiction of

incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

2445 Technology Forest Blvd., Suite 800

The Woodlands, Texas

77381
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:  (936) 230-5899

 

Not Applicable

(Former name, former address and former fiscal year, 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share CONN NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On October 9, 2020, Conn’s, Inc. (the “Company”), Conn’s Receivables Funding 2020-A, LLC, a newly formed special purpose entity that is indirectly owned by the Company (the “Issuer”), Conn Appliances Receivables Funding, LLC, an indirect wholly owned subsidiary of the Company (the “Depositor”), and Conn Appliances, Inc., a direct and wholly owned subsidiary of the Company (“Conn Appliances”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc., Citizens Capital Markets, Inc. and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers”), for the sale of the Issuer’s 1.71% $174,900,000 Asset Backed Fixed Rate Notes, Class A, Series 2020-A (the “Class A Notes”), 4.27% $65,200,000 Asset Backed Fixed Rate Notes, Class B, Series 2020-A (the “Class B Notes”) and 7.10% $62,900,000 Asset Backed Fixed Rate Notes, Class C, Series 2020-A (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes”). The Issuer will also issue the Asset Backed Notes, Class R, Series 2020-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Series 2020-A Notes”), which will not have a principal amount or interest rate and which will be transferred to the Depositor on the Closing Date to satisfy the risk retention obligations of Conn Appliances. It is anticipated that the Series 2020-A Notes will be issued on or about October 16, 2020 (the “Closing Date”). The Series 2020-A Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any jurisdiction. The Purchased Series 2020-A Notes are being sold initially to the Initial Purchasers and then reoffered and resold only (i) to “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) in transactions meeting the requirements of Rule 144A or (2) solely with respect to the Class A Notes, outside the United States to non-U.S. Persons in transactions in compliance with Regulation S under the Securities Act.

 

Attached as Exhibit 1.1 is the Note Purchase Agreement.

 

Item 9.01 Financial Statements and Exhibits

 

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits

 

The exhibit number corresponds with Item 601(a) of Regulation S-K.

 

Exhibit No.   Description
Exhibit 1.1   Note Purchase Agreement, dated October 9, 2020, by and among the Company, the Issuer, the Depositor, Conn Appliances and the Initial Purchasers.

 

 

 

 

SIGNATURE

 

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.

 

    CONN'S, INC.
     
Date: October 13, 2020 By: /s/ Mark L. Prior
    Name: Mark L. Prior
    Title: Vice President, General Counsel & Secretary