Business Context and Reporting Period
Company: Green Dot Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: June 7, 2013
Event: Entry into a Material Definitive Agreement with GE Capital Retail Bank (formerly GE Money Bank).
Key Financial Metrics
This filing is a current report regarding a material agreement and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Transaction Details
- Agreement: Green Dot Bank (a subsidiary of Green Dot Corporation) entered into an Agreement to Purchase Assets and Assume Liabilities with GE Capital Retail Bank.
- Assets Acquired: Reloadable prepaid cards bearing the marks of Walmart issued under a 2006 Card Program Services Agreement.
- Liabilities Assumed: Green Dot Bank will assume certain liabilities of GE Bank, including obligations to Walmart and Green Dot Corporation under the Amended and Restated Prepaid Card Program Agreement (dated May 27, 2010).
- Consideration: GE Bank agreed to transfer the deposits underlying the cards at par.
- Guaranty: Green Dot Corporation has guaranteed the performance of all present and future obligations and liabilities of GE Bank arising under the Agreement.
Guidance, Outlook, and Risks
- Closing Conditions: The transaction is subject to closing conditions, including the receipt of required regulatory approvals.
- Timeline: If approved by regulatory authorities, the transaction is expected to close in the second half of 2013.
- Covenants: The agreement includes covenants regarding the replacement of marketing materials and the reissuance of cards.
- Disclosure: The Company provided a set of questions and answers relating to the transaction as Exhibit 99.01.
Investor Verification Checklist
- Verify the status of required regulatory approvals for the asset purchase.
- Review the full text of the Agreement to Purchase Assets and Assume Liabilities (Exhibit 10.01) for specific indemnification obligations and covenants.
- Confirm the exact scope of liabilities being assumed from GE Bank related to the Walmart program.
- Monitor for the expected closing date in the second half of 2013.