Current Report · Items 1.01, 2.03, 9.01 · 8-K
Consumer Portfolio Services, Inc.
CPSSNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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. The registrant disclaims any implication that the agreements relating to the transactions described in this report are other than agreements entered into in the ordinary course of its business.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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. The registrant disclaims any implication that the agreements relating
to the transactions described in this report are other than agreements entered into in the ordinary course of its business.
Securitization of Receivables
On July 22, 2026, the registrant Consumer Portfolio
Services, Inc. (“CPS”) and its wholly owned subsidiary CPS Receivables Five LLC (“Subsidiary”) entered into a
series of agreements under which Subsidiary purchased from CPS, and sold to CPS Auto Receivables Trust 2026-C (the “Trust”),
approximately $734.51 million of subprime automotive receivables (the “Receivables”).
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Securitization of Receivables
CPS, Subsidiary, the Trust and others on July
22, 2026, 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 Receivables to Subsidiary (ii) Subsidiary sold the Receivables to the Trust (iii)
the Trust deposited the Receivables with Computershare Trust Company, N.A. (“CTCNA”), as trustee of a grantor trust, receiving
in return a certificate of beneficial interest (“CBI”) representing beneficial ownership of the Receivables, (iv) the Trust
pledged the CBI to CTCNA as indenture trustee for benefit of the holders of the Notes (as defined below), (v) the Trust issued and sold
$716.88 million of asset-backed Notes, in five classes (such Notes collectively, the “Notes”), and (vi) a cash deposit (the
“Reserve Account”) in the amount of 1.00% of the aggregate balance of the Receivables was pledged for the benefit of the holders
of the Notes.
Security for the repayment of the Notes consists
of the Receivables and the rights to payments relating to the Receivables. CPS will act as the servicer of the Receivables. Credit enhancement
for the Notes consists of over-collateralization and the Reserve Account. CTCNA 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 secured financings 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.
The Trust holds 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 five 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. The following
table sets forth the interest rates and initial principal amounts of the five classes of Notes:
Note Class Interest Rate Amount
────────────────────────────────────────────────────
Class A 4.52% $ 317,300,000
Class B 4.84% $ 99,900,000
Class C 5.05% $ 113,110,000
Class D 5.72% $ 81,530,000
Class E 7.65% $ 105,040,000
2
The 2026-C transaction has initial credit enhancement
consisting of a cash deposit equal to 1.00% of the original Receivable pool balance and overcollateralization of 2.40%. The final enhancement
level requires accelerated payment of principal on the Notes to reach overcollateralization of the lesser of 7.70% of the original Receivables
pool balance, or 19.10% of the then outstanding pool balance, but in no event less than 1.50% of the original receivable pool balance.
If an event of default were to occur under the
agreements, the Trustee would have the right to accelerate the maturity of the Notes, in which event the cash proceeds of the Receivables
that otherwise would be released to Subsidiary would instead be directed entirely toward repayment of the Notes. Events of default include
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.
At such time as the aggregate outstanding principal
balance of the Receivables is less than 10% of the initial aggregate balance of $734.51 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.