sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CREDIT ACCEPTANCE CORPORATION
(Name of Subject Company (Issuer))
CREDIT ACCEPTANCE CORPORATION
(Name of Filing Person (Offeror))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class Securities)
225310-10-1
(CUSIP Number of Class of Securities)
Charles A. Pearce
Chief Legal Officer
Credit Acceptance Corporation
25505 West Twelve Mile Road
Southfield, MI 48034-8339
(248) 353-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Wacker Dr.
Chicago, IL 60606
(312) 407-0700
CALCULATION OF FILING FEE
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TRANSACTION VALUATION*
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124,999,940.63 |
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AMOUNT OF FILING FEE**
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14,512.49 |
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes
the purchase of a total of 1,904,761 shares of the outstanding common stock at a price of
$65.625 per share in cash. |
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The amount of the filing fee equals $116.10 per $1 million of the transaction value and is
estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the offer by Credit
Acceptance Corporation, a Michigan corporation (“CA”), to
purchase for cash up to 1,904,761 shares
of its common stock, par value $0.01 per share, at a price of $65.625 per share, net to the
seller in cash, without interest. The tender offer is being made upon the terms and subject to the
conditions described in the Offer to Purchase, dated February 9, 2011 (the “Offer to Purchase”), and
the related Letter of Transmittal (the “Letter of Transmittal”), which, in each case, as amended
and supplemented from time to time, together constitute the tender offer.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the
Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and
the Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively, is incorporated herein by reference in response to all of the items
of this Schedule TO. All capitalized terms used and not defined herein shall have the same meanings
as in the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary Term
Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Credit Acceptance Corporation. The address of CA’s principal
executive offices is 25505 West Twelve Mile Road, Southfield, MI 48034-8339. CA’s telephone number
is (248) 353-2700.
(b) The information set forth on the cover page of the Offer to Purchase and in the section of
the Offer to Purchase entitled “Section 12 — Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares” is incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase entitled “Section 8 —
Price Range of Shares; Dividends” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) This Schedule TO is filed by CA, the subject company. CA’s business address is 25505 West
Twelve Mile Road, Southfield, MI 48034-8339. CA’s business telephone number is (248) 353-2700.
Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or
executive officers of CA:
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POSITION |
Donald A. Foss
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Director, Chairman of the Board of Directors |
Brett A. Roberts
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Director, Chief Executive Officer |
Steven M. Jones
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President |
Kenneth S. Booth
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Chief Financial Officer |
Douglas W. Busk
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Senior Vice President and Treasurer |
Michael W. Knoblauch
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Senior Vice President — Loan Servicing |
John P. Neary
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Chief Information Officer |
Charles A. Pearce
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Chief Legal Officer |
Glenda J. Flanagan
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Director |
Thomas N. Tryforos
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Director |
Scott J. Vassalluzzo
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Director |
The business address and telephone number of each of the above directors and executive
officers is c/o Credit Acceptance Corporation, 25505 West Twelve Mile Road, Southfield, MI
48034-8339, telephone number (248) 353-2700, except for Glenda J. Flanagan, whose business address and telephone number is 550
Bowie Street, Austin, TX 78703, telephone number (512) 542-0148 and Scott J.
Vassalluzzo, whose business address and telephone number is c/o Prescott Investors, Inc.,
323 Railroad Avenue, Greenwich, CT 06830, telephone number (203) 661-1200.
Item 4. Terms of the Transaction.
(a) The information set forth in the sections of the Offer to Purchase entitled “Summary Term
Sheet,” “Section 1 — Number of Shares; Proration,” “Section 2 — Purpose of the Tender Offer;
Certain Effects of the Tender Offer; Plans and Proposals,” “Section 3 — Procedures for Tendering
Shares,” “Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase
Price,” “Section 14 — U.S. Federal Income Tax Consequences” and “Section 15 — Extension of the
Tender Offer; Termination; Amendment” and in the Letter of Transmittal is incorporated herein by
reference.
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(b) The information set forth in the sections of the Offer to Purchase entitled “Section 1 —
Number of Shares; Proration,” “Section 2 — Purpose of the Tender Offer; Certain Effects of the
Tender Offer; Plans and Proposals — Purpose of the Tender Offer,” “Section 3 — Procedures for
Tendering Shares” and “Section 12 — Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning Shares” is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information set forth in the section of the Offer to Purchase entitled “Section 12 —
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares” is
incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the section of the Offer to Purchase entitled “Section 2 —
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Plans and Proposals — Purpose of
the Tender Offer” is incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase entitled “Section 2 —
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Plans and Proposals — Certain
Effects of the Tender Offer” is incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase entitled “Section 2 —
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Plans and Proposals — Plans and
Proposals” is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the section of the Offer to Purchase entitled “Section 9 —
Source and Amount of Funds” is incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase entitled “Section 9 —
Source and Amount of Funds” is incorporated herein by reference.
(d) The information set forth in the section of the Offer to Purchase entitled “Section 9 —
Source and Amount of Funds” is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the section of the Offer to Purchase entitled “Section 12 —
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares” is
incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase entitled “Section 12 —
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares” is
incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) The information set forth in the section of the Offer to Purchase entitled “Section 16 —
Fees and Expenses” is incorporated herein by reference.
Item 10. Financial Statements.
(a) The information set forth in the section of the Offer to Purchase entitled “Section 10 —
Certain Financial Information” is incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase entitled “Section 10 —
Certain Financial Information” is incorporated herein by reference.
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Item 11. Additional Information.
(a) The information set forth in the sections of the Offer to Purchase entitled “Section 2 —
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Plans and Proposals,” “Section 11
— Certain Information Concerning CA,” “Section 12 — Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares — Agreements, Arrangements or Understandings” and
“Section 13 — Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal,
as each may be amended or supplemented from time to time, is incorporated herein by reference.
Item 12. Exhibits.
See Exhibit Index, which is incorporated herein by reference, following the signature page.
Item 13. Additional Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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CREDIT ACCEPTANCE CORPORATION
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By: |
/s/ Douglas W. Busk
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Name: |
Douglas W. Busk |
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Title: |
Senior Vice President and Treasurer |
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Dated: February 9, 2011
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EXHIBIT INDEX
The following documents are filed as part of this report. Those exhibits previously filed and
incorporated herein by reference are identified below. Exhibits not required for this report have
been omitted. CA’s commission file number is 000-20202.
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| EXHIBIT |
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DESCRIPTION |
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(a)(1)(i)
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Offer to Purchase. |
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(a)(1)(ii)
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Letter of Transmittal. |
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(a)(5)(i)
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Notice of Guaranteed Delivery. |
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(a)(5)(ii)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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(a)(5)(iii)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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(a)(5)(iv)
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Letter to Participants in the Credit Acceptance Corporation 401(k) Plan and Trust. |
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(a)(5)(v)
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Press release dated February 9, 2011 announcing the commencement of the offer (incorporated by
reference to CA’s Form 8-K dated February 9, 2011). |
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(b)(i)
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Fourth Amended and Restated Credit Agreement, dated as of February 7, 2006, among CA, the Lenders
which are parties thereto from time to time, Comerica Bank as administrative agent and Banc of
America Securities LLC as sole lead arranger and sole bank manager (incorporated by reference to
CA’s Form 8-K dated February 10, 2006). |
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(b)(ii)
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Amendment No. 1, dated September 20, 2006, to the Fourth Amended and Restated Credit Agreement as
of February 7, 2006, among CA, the Lenders which are parties thereto from time to time and Comerica
Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated June 19, 2007). |
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(b)(iii)
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Amendment No. 2, dated January 19, 2007, to the Fourth Amended and Restated Credit Agreement as of
February 7, 2006, among CA, the Lenders which are parties thereto from time to time and Comerica
Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated June 19, 2007). |
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(b)(iv)
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Amendment No. 3, dated June 14, 2007, to the Fourth Amended and Restated Credit Agreement as of
February 7, 2006, among CA, the Lenders which are parties thereto from time to time and Comerica
Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated June 19, 2007). |
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(b)(v)
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Amendment No. 4, dated January 25, 2008, to the Fourth Amended and Restated Credit Agreement as of
February 7, 2006, among CA, the Lenders which are parties thereto from time to time and Comerica
Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated January 31, 2008). |
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(b)(vi)
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Fifth Amendment, dated as of July 31, 2008, to the Fourth Amended and Restated Credit Agreement,
dated February 7, 2006, among CA, the Lenders which are parties thereto from time to time, and
Comerica Bank as administrative agent (incorporated by reference to CA’s Form 10-Q for the
quarterly period ended September 30, 2008). |
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(b)(vii)
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Sixth Amendment, dated as of December 9, 2008, to the Fourth Amended and Restated Credit Agreement,
dated February 7, 2006, among CA, the Lenders which are parties thereto from time to time, and
Comerica Bank as administrative agent (incorporated by reference to CA’s Form 10-K for the year
ended December 31, 2008). |
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(b)(viii)
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Seventh Amendment, dated as of June 15, 2009, to Fourth Amended and Restated Credit Agreement,
dated February 7, 2006, among CA, the Lenders which are parties thereto from time to time, and
Comerica Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated June 18,
2009). |
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(b)(ix)
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Eighth Amendment, dated as of October 20, 2009, to the Fourth Amended and Restated Credit
Agreement, dated February 7, 2006, among CA, the Lenders which are parties thereto from time to
time, and Comerica Bank as administrative agent (incorporated by reference to CA’s Form 10-K for
the year ended December 31, 2009). |
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(b)(x)
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Ninth Amendment, dated as of February 1, 2010, to the Fourth Amended and Restated Credit Agreement,
dated February 7, 2006, among CA, the Lenders which are parties thereto from time to time, and
Comerica Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated February 5,
2010). |
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(b)(xi)
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Tenth Amendment, dated as of June 9, 2010, to the Fourth Amended and Restated Credit Agreement,
dated February 7, 2006, among CA, the Lenders which are parties thereto from time to time, and
Comerica Bank as administrative agent (incorporated by reference to CA’s Form 8-K dated June 9,
2010). |
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(d)(1)
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Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended, April
6, 2009 (incorporated by reference to Annex A to CA’s Definitive Proxy Statement on Schedule 14A
dated April 10, 2009). |
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(d)(2)
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Credit Acceptance Corporation 1992 Stock Option Plan, as amended and restated May 1999
(incorporated by reference to CA’s Form 10-Q for the quarterly period ended June 30, 1999). |
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(d)(3)
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Credit Acceptance Corporation Director Stock Option Plan (incorporated by reference to CA’s Form
10-K for the year ended December 31, 2001). |
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