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): ~~November~~January 2328, ~~2020~~2021

CCF HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware	333-231069	83-2704255

(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer IdentificationNo.)
Delaware	333-231069	83-2704255
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer IdentificationNo.)

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 8.01 Other Events

OnRefinancing ~~November~~Transaction 19, 2020 CCF Holdings LLC (“CCF”), executed a non-binding letter of intent (the “LOI”) with an unaffiliated third party lender (the “LOI Counterparty”) for new Debt Financing (as defined below) to be provided to a subsidiary of CCF, CCF OpCo LLC (“CCF OpCo”) by the LOI Counterparty or one of its affiliates (such person, the “Lender”) with a targeted closing date of December 31, 2020 or, as soon as reasonably practicable thereafter. The transactions contemplated by the LOI are expected to enable repayment in full of existing debt facilities of CCF (as further described below), result in additional equity contributions to be made to CCF (as further described below)and provide CCF with financing capacity sufficient to continue its recovery from the COVID-19 pandemic. Update

~~Under~~As ~~the~~previously ~~LOI~~reported, iton isNovember ~~intended~~19, ~~that~~2020, CCF ~~OpCo~~Holdings LLC ~~will, among other things, enter into:~~ (i“CCF”) anexecuted ~~asset~~a non-~~backed~~binding ~~first~~letter ~~lien~~of ~~revolving~~intent ~~credit facility~~ (~~“First~~the ~~Lien Facility~~“LOI”) with ~~the Lender with~~ an ~~expected~~unaffiliated ~~amount~~third-party ~~not~~lender ~~to exceed~~ (the ~~lesser~~“LOI ofCounterparty”) upfor toa ~~$200.0~~new ~~million~~financing or(the an“Refinancing”) ~~amount~~to ~~calculated~~be ~~with~~provided ~~reference~~ to a ~~customary~~subsidiary ~~borrowing~~of ~~base~~CCF, ~~formula;~~CCF ~~draws~~OpCo ~~will~~LLC beby ~~available~~the ~~under~~LOI ~~First~~Counterparty ~~Lien~~or ~~Facility~~one ~~for~~of atits ~~least~~affiliates ~~three~~ (3)such ~~years~~person, the “Lender”) with a ~~maturity~~targeted closing date noof ~~less~~December ~~than~~31, ~~twelve~~2020 ~~months~~or, ~~after~~as ~~the~~soon ~~end~~as ofreasonably ~~the~~practicable ~~draw~~thereafter. ~~period;~~The ~~and~~LOI ~~(ii)~~also aprovided ~~$20.0~~for ~~million~~purchase ~~term~~of ~~loan~~preferred ~~(the~~equity ~~“Term~~in ~~Loan”~~CCF ~~and~~by ~~together~~an ~~with~~affiliate ~~the~~of ~~First Lien Facility,~~ the ~~“Debt~~LOI ~~Financing”)~~Counterparty. ~~with~~Negotiation aand ~~second~~documentation ~~lien~~have proceeded on ~~all~~the ~~collateral~~basis ~~securing~~of the ~~First~~terms ~~Lien~~and ~~Facility~~conditions ~~and~~described ain ~~first~~the ~~lien~~LOI. Significant onprogress ~~all~~has ~~collateral~~been ~~not~~made ~~securing~~towards ~~the~~that ~~First~~closing ~~Lien~~and, ~~Facility;~~as ~~with~~of aFebruary ~~maturity~~5, ~~date~~2021, no ~~more~~material ~~than~~deviation ~~five (5) years~~ from the ~~closing~~terms ~~date.~~and ~~The~~conditions ~~definitive~~of ~~documentation for~~ the ~~Debt~~proposed ~~Financing~~transaction ~~will~~in ~~contain~~the ~~customary~~LOI ~~covenants~~is ~~and~~contained ~~conditions,~~in ~~certain~~any ~~mandatory~~of ~~prepayment~~the ~~provisions,~~draft ~~default provisions and certain review and consent rights~~documentation.

The proceeds of the Debt Financing, in addition to a portion of CCF’s consolidated balance sheet cash, will be used by CCF to repay in full and terminate the existing financing arrangements of CCF and its subsidiaries, including the (i) $69.0 million credit facility of CCF Funding II LLC, (ii) $40.0 million aggregate principal amount of bonds issued by CCFI Issuer LLC and (iii) the $40.0 million intercompany revolving credit agreement of CCF OpCo.

InAmendment ~~addition, CCF (i) expects~~ to ~~exercise its right to convert the entire aggregate principal amount of its outstanding 2023 PIK Notes into Class A Units of~~ CCF, ~~which~~Credit as of the date of this report is $324.4 million, and (ii) will issue newly-issued perpetual cumulative convertible preferred units (the “Preferred Units”) to Lender in an aggregate amount of up to $50.0 million, subject to certain terms and conditions, including voting rights and board designation rights to the Lender. Facilities

The applicable subsidiaries of CCF ~~has~~recently ~~agreed~~executed and delivered amendments and waivers to ~~exclusivity~~respective ~~provisions,~~subsidiaries’ ~~rights~~current ofcredit ~~first~~facilities. On ~~refusal~~January ~~and~~28, 2021, a ~~break-up~~waiver ~~fee~~relating to an asset coverage test in ~~favor~~CCF’s of$40.0 revolving credit agreement became effective. On February 1, 2021, an amendment to CCF’s $69.0 credit facility became effective. This amendment increased the ~~LOI~~advance ~~Counterparty~~rate to 90% until February 28, 2021 and reduced an asset coverage test. The amendment and the waiver provide additional time to allow for the parties to continue to work towards the closing of the Refinancing. The terms of these credit facilities otherwise remain unchanged.

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 ~~financing~~Refinancing and the issuance of the ~~Preferred~~preferred ~~Units~~ 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.

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: November 23, 2020	By:	/s/ Michael Durbin
	CCF Holdings LLC
		Michael Durbin

		Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

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

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