CREDIT ACCEPTANCE CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)


Item 1.01 Entry Into a Material Definitive Agreement.

The information set forth below under Item 2.03 is hereby incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


On June 16, 2022, Credit Acceptance Corporation (the "Company", "Credit
Acceptance", "we", "our", or "us") entered into a $350.0 million asset-backed
non-recourse secured financing (the "Financing"). Pursuant to this transaction,
we contributed loans having a value of approximately $437.6 million to a
wholly-owned special purpose entity, Credit Acceptance Funding LLC 2022-1
("Funding 2022-1"), which transferred the loans to a trust, which issued four
classes of notes:

  Note Class              Amount              Average Life            Price             Interest Rate
       A           $      184,850,000           2.51 years          99.97752 %              4.60        %
       B           $       65,310,000           3.19 years          99.99521 %              4.95        %
       C           $       78,950,000           3.64 years          99.99721 %              5.70        %
       D           $       20,890,000           3.83 years          99.99104 %              6.63        %



The Financing will:
•have an expected annualized cost of approximately 5.4% including the initial
purchasers' fees and other costs;
•revolve for 24 months after which it will amortize based upon the cash flows on
the contributed loans; and
•be used by us to repay outstanding indebtedness and for general corporate
purposes.

We will receive 4.0% of the cash flows related to the underlying consumer loans
to cover servicing expenses. The remaining 96.0%, less amounts due to dealers
for payments of dealer holdback, will be used to pay principal and interest on
the notes as well as the ongoing costs of the Financing. The Financing is
structured so as not to affect our contractual relationships with our dealers
and to preserve the dealers' rights to future payments of dealer holdback.

The notes have not been and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. This Current Report on
Form 8-K does not and will not constitute an offer to sell or the solicitation
of an offer to buy the notes.

The parties to this transaction are the Company, as servicer, Credit Acceptance
Auto Loan Trust 2022-1, as issuer (the "Trust"), Funding 2022-1, as seller, and
Computershare Trust Company, N.A., as trust collateral agent, indenture trustee
and backup servicer.

The Financing creates loans for which the Trust is liable and which are secured
by all the assets of the Trust. Such loans are non-recourse to the Company, even
though the Trust, Funding 2022-1 and the Company are consolidated for financial
reporting purposes. Except for the servicing fee and payments due to dealers, if
the Financing is amortizing, the Company does not have any rights in any portion
of such collections until all outstanding principal, accrued and unpaid
interest, fees and other related costs have been paid in full. If the Financing
is not amortizing, Funding 2022-1 may be entitled to retain a portion of such
collections provided that the borrowing base requirements of the Financing are
satisfied. However, in its capacity as servicer of the loans, the Company does
have a limited right to exercise a "clean-up call" option to purchase loans from
Funding 2022-1 and/or the Trust under certain specified circumstances.
Alternatively, when the Trust's underlying indebtedness is paid in full, either
through collections or through a prepayment of the indebtedness, the Trust is to
pay any remaining collections over to Funding 2022-1 as the sole beneficiary of
the Trust. The collections will then be available to be distributed to the
Company as the sole member of Funding 2022-1.



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The Financing may be accelerated upon the occurrence of an "indenture event of
default." An "indenture event of default" includes: a default by the Trust in
the payment of interest or principal when due; any breach of covenant or any
material breach of representation or warranty that is not cured within the
specified time following notice; the occurrence of certain bankruptcy or
insolvency events involving the Trust or Funding 2022-1; the failure of
cumulative collections on the transferred assets to be more than a threshold
percentage of cumulative projected collections for three consecutive collection
periods; a transfer by Funding 2022-1 of its ownership of the Trust (other than
as permitted by the transaction documents); the failure of Funding 2022-1 to
observe in any material respect any of its limited purpose covenants after
giving effect to notice and grace periods; the failure of the indenture trustee
to have a valid and perfected first priority security interest in a material
portion of the Trust's property if such failure has not been cured within ten
business days; the Issuer becoming an investment company within the meaning of
the Investment Company Act of 1940; and the cessation of any transaction
document to be in full force and effect.

The terms and conditions of this transaction are set forth in the agreements
attached hereto as Exhibits 4.94 through 4.99, which agreements are incorporated
herein by reference.

On June 16, 2022, we entered into the Third Amendment to the Amended and
Restated Loan and Security Agreement, dated as of June 16, 2022, among the
Company, CAC Warehouse Funding LLC IV, Bank of Montreal, BMO Capital Markets
Corp. and Wells Fargo Bank, National Association. The amendment extends the date
on which our $300.0 million revolving secured warehouse facility will cease to
revolve from November 17, 2023 to May 20, 2025. There were no other material
changes to the terms of the facility.

As of June 16, 2022, we did not have a balance outstanding under the revolving
secured warehouse facility. The terms and conditions of this transaction are set
forth in the agreement attached hereto as Exhibit 4.100 to this Form 8-K and
incorporated herein by reference.

On June 22, 2022, we entered into the Ninth Amendment to the Sixth Amended and
Restated Credit Agreement and Extension Agreement, dated as of June 22, 2022,
among the Company, Comerica Bank and the other banks signatory thereto
(collectively, the "Banks") and Comerica Bank as administrative agent for the
Banks. The amendment extends the date on which the revolving secured line of
credit facility will cease to revolve from June 22, 2024 to June 22, 2025. Prior
to this amendment, the amount of the facility was set to decrease by $35.0
million on June 22, 2022, however this amendment increased the amount of the
facility by $10.0 million resulting in a net decrease of $25.0 million, from
$435.0 million to $410.0 million. As previously reported, the amount of the
facility will continue to further decrease by $25.0 million on June 22, 2023.

Additionally, this amendment removed the covenant that required us to maintain consolidated net income of not less than $1 for the two most recently ended fiscal quarters. There were no other material changes to the terms of the revolving secured line of credit facility.


As of June 22, 2022 we had $192.5 million outstanding under the revolving
secured line of credit facility. The terms and conditions of this transaction
are set forth in the agreement attached hereto as Exhibit 4.101 to this Form 8-K
and incorporated herein by reference.


Item 8.01 Other Events.


On June 16, 2022 and June 22, 2022, we issued press releases regarding these
transactions. The press releases are attached as Exhibits 99.1 and 99.2 to this
Form 8-K and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

4.94 Indenture dated as of June 16, 2022between Credit Acceptance Auto Loan

                     Trust 2022-1 and Computershare Trust Company, N.A.



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4.95 Sale and Servicing Agreement dated as of June 16, 2022 among the Company,

                     Credit Acceptance Auto Loan Trust 2022-1, Credit 

Acceptance Funding LLC

                     2022-1, and Computershare Trust Company, N.A.

4.96 Backup Servicing Agreement dated as of June 16, 2022among the Company,

                     Credit Acceptance Funding LLC 2022-1, Credit 

Acceptance Auto Loan Trust

                     2022-1, and Computershare Trust Company, N.A.

4.97 Amended and Restated Trust Agreement dated as of June 16, 2022between Credit

                     Acceptance Funding LLC 2022-1 and U.S. Bank Trust 

National Association.

4.98 Sale and Contribution Agreement dated as of June 16, 2022between the Company

                     and Credit Acceptance Funding LLC 2022-1.

4.99 Amended and Restated Intercreditor Agreement dated June 16, 2022among the

                     Company, CAC Warehouse Funding Corporation II, CAC 

Warehouse Funding LLC IV,

                     CAC Warehouse Funding LLC V, CAC Warehouse Funding LLC 

VI, CAC Warehouse

                     Funding LLC VIII, Credit Acceptance Funding LLC 

2022-1, Credit Acceptance

                     Funding LLC 2021-4, Credit Acceptance Funding LLC 

2021-3, Credit Acceptance

                     Funding LLC 2021-2, Credit Acceptance Funding LLC 

2021-1, Credit Acceptance

                     Funding LLC 2020-3, Credit Acceptance Funding LLC 

2020-2, Credit Acceptance

                     Funding LLC 2020-1, Credit Acceptance Funding LLC 

2019-3, Credit Acceptance

                     Funding LLC 2019-2, Credit Acceptance Auto Loan Trust 

2022-1, Credit

                     Acceptance Auto Loan Trust 2021-4, Credit Acceptance 

Auto Loan Trust 2021-3,

                     Credit Acceptance Auto Loan Trust 2021-2, Credit 

Acceptance Auto Loan Trust

                     2020-3, Credit Acceptance Auto Loan Trust 2020-2, 

Credit Acceptance Auto Loan

                     Trust 2020-1, Credit Acceptance Auto Loan Trust 

2019-3, Computershare Trust

                     Company, N.A., as trustee, Fifth Third Bank, National 

Association, Wells Fargo

                     Bank, National Association, as agent, Flagstar Bank, 

FSB, as agent, Citizens

                     Bank, N.A., as agent and Comerica Bank, as agent.

4.1 00 Third Amendment to the Amended and Restated Loan and Security Agreement dated

                     as of June 16, 2022, among the Company, CAC Warehouse 

Funding LLC IV, Bank of

                     Montreal, BMO Capital Markets Corp. and Wells Fargo 

Bank, National

                     Association.

4.101 Ninth Amendment to the Sixth Amended and Restated Credit Agreement and

                     Extension Agreement dated as of June 22, 2022 among 

the Company, Comerica Bank

                     and the other banks signatory thereto and Comerica 

Bank, as administrative

                     agent for the banks.
        99.1         Press Release dated June 16, 2022.
        99.2         Press Release dated June 22, 2022.
        104          Cover Page Interactive Data File - the cover page XBRL tags are embedded
                     within the Inline XBRL document.



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