SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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 9, 2007
CONSUMER PORTFOLIO SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-51027 33-0459135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16355 Laguna Canyon Road, Irvine, CA 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 753-6800
Not Applicable
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(Former name or former address, 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 (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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information contained in Item 2.03 of this report is hereby incorporated by
reference into this Item 1.01.
On May 9, 2007, the registrant ("CPS") and its wholly owned subsidiary CPS
Receivables Two Corp. ("Subsidiary") entered into a series of agreements under
which Subsidiary purchased from CPS, and sold to CPS Auto Receivables Trust
2007-TFC, a Delaware statutory trust (the "Trust") approximately $79.1 million
of subprime automotive receivables (the "Initial Receivables"). Subsidiary also
committed to purchase and to sell to the Trust, and CPS committed to sell to
Subsidiary, an additional $36.2 million of similar automotive receivables (the
"Subsequent Receivables").
CPS disclaims any implication that the agreements relating to such transactions
are other than agreements entered into in the ordinary course of CPS's business.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
CPS, Subsidiary, the Trust and others on May 9, 2007 entered into a series of
agreements that, among other things, created long-term obligations that are
material to CPS, Subsidiary and the Trust. Under these agreements (i) CPS sold
the Initial Receivables to Subsidiary, and committed to sell the Subsequent
Receivables to Subsidiary not later than June 30, 2007, (ii) Subsidiary sold the
Initial Receivables to the Trust, and committed to sell the Subsequent
Receivables to the Trust, (iii) the Trust pledged the Initial Receivables, and
committed to pledge the Subsequent Receivables, to Wells Fargo Bank, N.A.
("Wells"), as indenture trustee for benefit of the holders of the Notes (as
defined below), and for benefit of the Insurer (as defined below), (iv) the
Trust issued and sold $100.6 million of asset-backed Notes, in two classes (such
Notes collectively, the "Notes"), (v) a portion of the proceeds from the sale of
the Notes was pledged to Wells as trustee for benefit of the holders of the
Notes, to be used to fund the purchase price of the Subsequent Receivables, (vi)
an insurance company, XL Capital Assurance Inc. (the "Insurer"), issued a policy
(the "Policy") guaranteeing payment of principal and interest on the Notes, and
(vii) a cash deposit (the "Reserve Account") in the amount of 3.65% of the
aggregate balance of the Initial Receivables was pledged for the benefit of the
Insurer.
Security for the repayment of the Notes consists of the Initial Receivables and,
when and if sold, the Subsequent Receivables (together, the "Receivables"), and
the rights to payments relating to such receivables. The Receivables were
originated or purchased by CPS or its subsidiary The Finance Company ("TFC") and
CPS or TFC will act as the servicer of the Receivables. Credit enhancement for
the Notes consists of over-collateralization, the Reserve Account, and the
Policy, which guarantees the obligations of the Trust to pay interest on, and
repay the principal balance of, the Notes. Wells will act as collateral agent
and trustee on behalf of the secured parties, and is the backup servicer.
The Notes are obligations only of the Trust, and not of Subsidiary nor of CPS.
Nevertheless, the Notes are properly treated as long-term debt obligations of
CPS. The sale and issuance of the Notes, treated as a secured financing for
accounting and tax purposes, are treated as sales for all other purposes,
including legal and bankruptcy purposes. None of the assets of the Trust or
Subsidiary are available to pay other creditors of CPS or its affiliates.
Upon completion of the anticipated June 2007 sale of the Subsequent Receivables
to the Trust, the Trust will hold a fixed pool of amortizing assets. The Trust
is obligated to pay principal and interest on the Notes on a monthly basis.
Interest is payable at fixed rates on the outstanding principal balance of each
of the two classes of the Notes, and principal is payable by reference to the
aggregate principal balance of the Receivables (adjusted for chargeoffs and
prepayments, among other things) and agreed required over-collateralization.
Principal is payable serially; that is, all payable principal is directed first
to the class A-1 Notes until such class is paid in full, then to the class A-2
Notes until such class is paid in full. The following table sets forth the
interest rates and initial principal amounts of the two classes of Notes:
Interest
Note Class Amount Rate
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A-1 $32.000 million 5.3624%
A-2 $68.617 million 5.2500%
The 2007-TFC transaction has initial credit enhancement consisting of a cash
deposit, subordinated interests and overcollateralization in the aggregate
amount of 12.70% of the original receivable pool balance. That enhancement level
is to be supplemented by accelerated payment of principal on the Notes to reach
a combined level of 21.65% of the then-outstanding receivable pool balance.
At such time as the aggregate outstanding principal balance of the 2007-TFC
Receivables is less than 10% of the initial aggregate balance of $115 million,
CPS will have the option to purchase the Trust estate at fair market value,
provided that such purchase price is sufficient to cause the Notes to be
redeemed and paid in full, and to cause other obligations of the Trust to be
met.
If an event of default were to occur under the agreements, the Insurer would
have the right to accelerate the maturity of the Notes, and the required amount
of the Reserve Account would increase to an amount equal to the outstanding
aggregate principal balance of the Notes. Such increase would have the effect of
redirecting to the Reserve Account the cash proceeds of the Receivables that
otherwise would be released to Subsidiary, until such time, if any, as the
Reserve Account reached the increased required level. Events of default include
pool performance ratios, in addition to such events as failure to make required
payments on the Notes, breaches of warranties, representations or covenants
under any of the agreements or specified bankruptcy-related events. In addition,
if the Receivables (pledged as security for the Notes) were to experience net
loss ratios, delinquency ratios, or default rates that are higher than specified
levels, the existence of such a "trigger event" would also increase the Reserve
Account requirements, though to a lesser extent, which would also have the
effect of redirecting to the Reserve Account certain cash proceeds of the
Receivables that otherwise would be released to Subsidiary.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Three exhibits are furnished:
EXHIBIT NUMBER DESCRIPTION
4.21 Indenture re Notes issued by CPS Auto Receivables Trust
2007-TFC.
4.22 Sale and Servicing Agreement dated as of April 1, 2007.
99.1 Consumer Portfolio Services, Inc. May 9, 2007 press
release.
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, thereunto duly authorized.
CONSUMER PORTFOLIO SERVICES, INC.
Dated: May 14, 2007 By: /s/ Jeffrey P. Fritz
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Jeffrey P. Fritz
Senior vice president and chief financial officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.21 Indenture re Notes issued by CPS Auto Receivables Trust
2007-TFC.
4.22 Sale and Servicing Agreement dated as of April 1, 2007
99.1 Consumer Portfolio Services, Inc. May 9, 2007 press
release.