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): March 524, 2021

CCF HOLDINGS LLC

(Exact name of registrant as specified in its charter)


Delaware	333-231069	83-2704255
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5165 Emerald Parkway, Suite 100
Dublin OH 43017
(Address of principal executive offices) (Zip code)

800-837-0381
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities Registered pursuant to Section 12(b) of the Act: none

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):

◻ 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))

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).

Securities Registered pursuant to Section 12(b) of the Act: none

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

~~Notice~~On March 26, 2021, a subsidiary of ~~Redemption~~CCF Holdings LLC (“CCF” or the “Company”), CCF OpCo LLC (“OpCo”) entered into an asset-backed secured revolving credit facility (“First Lien Facility”) with a certain non-bank lender (the “Lender”) with an amount not to exceed the lesser of up to $200.0 million or an amount calculated with reference to a borrowing base formula based on cash and eligible receivables and subject to certain additional limits such as concentration limits. CCF OpCo may borrow funds under First Lien Facility for at least three (3) years (the “Draw Period”). Under the terms of the First Lien Facility, the Draw Period may be extended by one (1) year if requested by CCF OpCo and approved by the agent for the lenders under the First Lien Facility. The maturity date of the First Lien Facility is twelve (12) months after the end of the Draw Period. Other than certain mandatory prepayments and payments after the repayment of the Term Loan (defined below), the First Lien Facility may not be prepaid, and any such unpermitted prepayment would be subject to a make-whole payment. The First Lien Facility has customary covenants and conditions, certain mandatory prepayment provisions, customary default provisions, as well as financial covenants.

OnIn ~~March~~addition 5,to ~~2021~~the First Lien Facility, CCF ~~Holdings~~OpCo ~~LLC,~~entered into a ~~Delaware~~$20.0 ~~limited~~million ~~liability~~term ~~company~~loan (the “~~Company~~Term Loan”), ~~issued~~which amay ~~“notice~~be increased up to $5.0 million upon the consent of ~~redemption~~the administrative agent (together with the First Lien Facility, the “~~Notice~~Debt Refinancing”) ~~pursuant~~secured toby a lien on all collateral securing the ~~Indenture~~First ~~(10~~Lien Facility.~~75%~~ The ~~PIK~~Term ~~Notes~~Loan ~~due~~has ~~2023)~~customary ~~dated~~covenants ~~December~~and 12conditions, ~~2018~~certain ~~(the~~mandatory ~~“Indenture”). The~~prepayment ~~Notice~~provisions, ~~contemplates~~customary ~~that~~default ~~all~~provisions, ~~outstanding~~as ~~PIK~~well ~~Notes~~as ~~issued~~financial ~~pursuant~~covenants. toThe ~~the~~maturity ~~Indenture~~date ~~will~~of bethe ~~redeemed~~Term byLoan is the ~~issuance~~earlier of ~~Class~~five A(5) ~~Units~~years and the repayment in ~~respect~~full of ~~such~~the ~~PIK~~First ~~Notes~~Lien Facility. The ~~This~~Term ~~redemption~~Loan iswill ~~expected~~have tointerest-only ~~occur~~payments on ~~March~~a ~~22,~~periodic ~~2021~~basis ~~but~~with isa ~~conditioned~~balloon ~~upon~~payment ~~the~~at ~~consummation~~maturity. Up to 50% of the ~~refinancing~~Term ~~transaction~~Loan ~~described~~may ~~below~~be prepaid upon the occurrence of certain conditions.

~~The~~Principal ~~foregoing~~amounts ~~description~~outstanding under each of the ~~Notice~~First isLien ~~qualified~~Facility inand ~~its entirety by reference to~~ the ~~text~~Term ofLoan ~~the~~bear ~~Notice,~~interest ~~which~~at is15% ~~furnished~~per asannum ~~Exhibit~~based ~~99.1 to this Current Report~~ on ~~Form~~a 8360-K.day year.

The ~~information~~proceeds ~~furnished in Item 7.01~~ of ~~this~~the ~~Form 8-K~~Debt ~~and~~Financing, in ~~Exhibit 99.1~~addition ~~attached~~to ~~hereto~~a ~~shall~~portion ~~not~~of beCCF’s ~~deemed~~consolidated ~~“filed”~~balance ~~for~~sheet ~~purposes~~cash, ofwere ~~Section 18~~used ofby ~~the~~CCF ~~Securities~~to ~~and~~repay ~~Exchange~~in ~~Act~~full orand ~~otherwise~~terminate ~~subject~~the toexisting ~~the~~financing ~~liabilities~~arrangements of ~~that~~CCF ~~section,~~and ~~nor~~its ~~shall~~subsidiaries, itincluding bethe ~~deemed~~(i) ~~incorporated~~$69.0 bymillion ~~reference~~credit infacility ~~any~~of ~~filing~~CCF ~~under~~Funding ~~the~~II ~~Securities~~LLC, ~~Act~~(ii) of$40.0 ~~1933,~~million asaggregate ~~amended~~principal oramount ~~the~~of ~~Securities~~bonds ~~Exchange~~issued ~~Act~~by ofCommunity ~~1934,~~Choice asFinancial ~~amended,~~Issuer ~~except~~LLC asand ~~expressly~~(iii) ~~set~~the ~~forth~~$40.0 bymillion ~~specific~~intercompany ~~reference~~revolving incredit ~~such~~agreement aof ~~filing~~CCF OpCo.

Item 83.0102 ~~Other~~Unregistered ~~Events~~Sales of Equity Securities

~~Refinancing~~On ~~Transaction~~March ~~Update~~24, 2021, the Company redeemed 100% of the issued and outstanding PIK Notes Due 2023 (“PIK Notes”) by issuing 84,150,139 Class A Common Units. In connection with the redemption of the PIK Notes, in accordance with the terms of the Company’s limited liability company agreement, the Company issued 14,142,866 additional Class B Common Units to the existing holders of Class B Common Units and subsequently all outstanding Class B Common Units were converted into 14,285,723 Class A Common Units. Also in connection with the redemption of the PIK Notes, in accordance with the Company’s limited liability company agreement, the Company issued 438,397 Class C Common Units to the existing holders of Class C Common Units.

AsOn ~~previously~~March ~~reported~~26, ~~on November 19~~2021, ~~2020~~ CCF ~~Holdings~~issued ~~LLC~~perpetual ~~(“CCF”),~~cumulative ~~executed~~convertible apreferred ~~non-binding~~units ~~letter of intent~~ (the “~~LOI”)~~Preferred ~~with an unaffiliated third-party lender (the “LOI Counterparty~~Units”) ~~for a new financing (the “Refinancing”)~~ to becertain ~~provided to a subsidiary of CCF~~investors, ~~CCF~~including ~~OpCo~~an ~~LLC~~affiliate ~~(“CCF OpCo”) by the LOI Counterparty or one~~ of ~~its affiliates (such person,~~ the “Lender”) ~~with~~in aan ~~targeted~~aggregate ~~closing~~amount ~~date~~ of ~~December~~$40.25 31million, ~~2020~~with ~~or,~~up asto ~~soon as reasonably practicable thereafter~~$15.0 ~~The~~million ~~LOI~~in ~~also~~additional ~~provided~~Preferred ~~for~~Unit ~~purchase~~issuances ofto ~~preferred~~occur ~~equity~~during in2021. The ~~CCF~~holders ~~by an affiliate~~ of the ~~LOI~~Preferred ~~Counterparty.~~Units ~~Negotiation~~were ~~and~~granted ~~documentation~~certain ~~have~~rights, ~~proceeded~~including onvoting ~~the~~rights ~~basis of the terms~~ and ~~conditions~~board ~~described~~designation ~~in the LOI~~rights. ~~Significant~~At ~~progress~~the ~~has~~direction ~~been~~of ~~made~~the ~~towards~~board ~~that~~of ~~closing~~managers ~~and, as~~ of ~~March 5~~CCF, ~~2021, no material deviation from~~ the ~~terms~~Preferred ~~and~~Units ~~conditions~~will ofaccrue ~~the~~dividends ~~proposed~~monthly ~~transaction~~at ina ~~the~~per ~~LOI~~annum israte ~~contained~~of in15%, ~~any~~and offor the ~~draft~~first ~~documentation. The~~18 ~~transaction is expected to close on March 23~~months, ~~2021,~~50% ~~subject to the completion~~ of ~~the~~such ~~redemption~~dividends ~~described~~will ~~above~~be ~~and~~payable ~~other~~in ~~customary closing matters~~kind.

~~Item~~On March 26, 2021, the Company issued warrants (“Warrants”) to purchase 9,704,538 of the Company’s Class A Common Units to certain of the Company’s investors.01 ~~Financial~~The ~~Statements~~Warrants expire on March 26, 2026 and ~~Exhibits~~may only be exercised to the extent the holders of the Preferred Units reach certain return thresholds.

~~99.1~~On ~~Notice~~March of26, ~~Redemption~~2021, ~~dated~~the ~~March~~Company issued 5,866,393 ~~2021~~Class M Common Units to certain of its investors.

~~Certain~~ statements contained in this current report may constitute "forward-looking statements" within the meaning of federal securities laws. Although we believe that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations and the related statements are inherently subject to risks, uncertainties, and other factors, many of which are not under our control and may not even be predictable. In particular, the closing of the Refinancing and the issuance of the preferred is subject to the satisfaction of certain conditions specified in the LOI, including the completion of due diligence by the LOI Counterparty, the negotiation of definitive documentation and the receipt by CCF of certain approvals. There can be no assurance that the transactions contemplated by the LOI will close on the expected timeline and with the terms described in this report or at all. The forward-looking statements included herein speak only as of the date hereof, and CCF undertakes no responsibility to update them.

The issuance of the Preferred Units, the Warrants, the Class M Common Units, and the Class C Common Units was made in reliance upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the Class A Common Units and Class B Common Units referenced above were made in reliance on the exemption from registration under Section 3(a)(9) under the Securities Act.

~~SIGNATURES~~

Item 3.03 Material Modifications to the Rights of Security Holders

~~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.~~

On March 26, 2021, the Company entered into its Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). The LLC Agreement amends and restates the Company’s existing limited liability company agreement in its entirety to, among other things, designate the terms of the Preferred Units and grant certain rights to the holders of Preferred Units.


	CCF Holdings LLC


Dated: March 5, 2021	By:	/s/ Michael Durbin
		Michael Durbin
		Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

Item 8.01 Other Items

In addition, as a result of the transactions described above, on a pro forma basis, the Company’s consolidated balance sheet as of the close of such transactions shows: Total Members’ Equity to be approximately $15.0 million, Current Assets to be approximately $105.0 million and Non-Current Liabilities consisting of senior indebtedness to be approximately $70.0 million.

The Company has withdrawn its Registration Statement on Form S-1, and, as a result, will no longer be a reporting Company under the Securities Exchange Act of 1934, as amended.

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.


	CCF Holdings LLC


Dated: March 30, 2021	By:	/s/ Michael Durbin
		Michael Durbin
		Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

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