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): May 13, 2009
United
PanAm Financial Corp.
(Exact
name of registrant as specified in its charter)
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California
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94-3211687
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
employer
identification
number)
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Commission
file number: 000-24051
18191
Von Karman Avenue, Suite 300
Irvine,
California 92612
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (949) 224-1917
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
The
information set forth under Item 8.01 is incorporated by reference
herein.
Item
1.02. Termination of a Material Definitive
Agreement.
The
information set forth under Item 8.01 is incorporated by reference
herein.
Item
2.01. Completion of Acquisition or Disposition of
Assets
.
The
information set forth under Item 8.01 is incorporated by reference
herein. Neither financial statements nor pro forma financial
information are filed with this report.
Item
2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation.
Upon sale of the Automobile Receivables
pursuant to the Transaction described under Item 8.01, all amounts owed under
the Term Loan Facility described under Item 8.01 will become immediately due and
payable. The Company will pay off and terminate the Term Loan
Facility on the closing date of the Transaction. The information
under Item 8.01 is incorporated by reference herein.
Item
8.01 Other Events.
Effective May 13, 2009, United PanAm
Financial Corp. (the “Company” or “UPFC”), by and through its wholly owned
subsidiary United Auto Credit Corporation (“UACC”) entered into a binding
commitment to undertake a transaction (the “Transaction”) with Santander
Consumer USA Inc. (“Santander”), pursuant to which UACC will sell a certain
amount of its motor vehicle retail installment sales contracts (the “Automobile
Receivables”) to Santander at a discount from face amount, subject to UACC’s
option (which will become exercisable two years after the closing date) to
repurchase the aggregate amount of remaining Automobile
Receivables. Upon closing of the Transaction, UACC will also enter
into a Servicing Agreement by and between UACC and Santander (the “Servicing
Agreement”). Under the Servicing Agreement, it is anticipated that UACC will
continue to service the Automobile Receivables and will receive a servicing fee
during the applicable period.
With the proceeds from the closing of
the Transaction, the Company will pay off and terminate its Amended and Restated
Receivables Financing Agreement, dated as of October 18, 2007, by and among the
Company, UACC, UPFC Funding Corp., United Auto Business Operations, LLC, certain
participating lenders, including Deutsche Bank AG, New York Branch, CenterOne
Financial Services, LLC and Deutsche Bank Trust Company America, as amended,
which is the Company’s current term credit facility (the “Term Loan
Facility”). There are no early termination penalties that will be
incurred in connection with the termination of the Term Loan
Facility.
The aggregate amount of Automobile
Receivables that will be sold will be determined pursuant to the terms of the
final Transaction documents. Proceeds from sale are expected to be in excess of
the amount necessary to terminate the Term Loan Facility. It is
anticipated that the amount of Automobile Receivables sold will be greater than
10% of the book value of the Company’s consolidated assets as of March 31,
2009.
The closing of the Transaction is
subject to various customary conditions, which are required to be met by May 26,
2009.
A more detailed description
of the purchase agreement and servicing agreement relating to the Transaction
are set forth below.
Entry
into a Loan Purchase Agreement
Upon closing of the Transaction, UACC
will enter into a Loan Purchase Agreement (“Purchase Agreement”) with Santander.
The aggregate amount of Automobile Receivables to be sold to Santander, at a
discount from face amount, will be determined at closing. It is anticipated that
the Purchase Agreement will provide UACC the option (which will become
exercisable two years after the closing date) to repurchase the aggregate amount
of the remaining Automobile Receivables. The Purchase Agreement will also
provide Santander a right of first refusal if, prior to the first anniversary of
the closing date, UACC desires to sell certain additional motor vehicle retail
installment sales contracts.
Entry
Into a Loan Servicing Agreement
Upon closing of the Transaction, UACC
will also enter into a Servicing Agreement by and between UACC and Santander
(the “Servicing Agreement”) and the Company will file a Current Report on Form
8-K to report the material terms of the Servicing Agreement. Under the Servicing
Agreement, it is anticipated that UACC will continue to service the Automobile
Receivables and will receive a servicing fee during the applicable
period.
Qualifications
The foregoing description is qualified
in its entirety by the fact that the Transaction is subject to various customary
conditions, which are required to be met by May 26, 2009. There is no
assurance that UPFC will be able to meet these closing conditions or that all
conditions will be met for the Transaction to close. UPFC disclaims
any implication that the agreements relating to the Transaction are other than
agreements entered into the ordinary course of business.
This
Current Report on Form 8-K may contain statements of a forward-looking nature
which represent the beliefs of UPFC’s management and assumptions concerning
future events. Forward-looking statements involve risks, uncertainties and
assumptions and are based on information currently available to UPFC, which
would cause actual results to differ materially from those projected. For a
discussion about factors that could cause actual results to differ, please see
the publicly available Securities and Exchange Commission filings of UPFC.
Forward-looking statements are not guarantees of future performance and are to
be interpreted only as of the date on which they are made. UPFC undertakes no
obligation to update any forward-looking statements to reflect events or
circumstances that may arise after the date of this Current Report on Form
8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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United
PanAm Financial Corp.
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(Registrant)
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Dated:
May 13, 2009
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By:
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/s/
Arash Khazei
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Name:
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Arash
Khazei
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Title:
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Chief
Financial Officer
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