SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328

 Re: Atlanticus Holdings Corporation
 Form 10-K for Fiscal Year Ended December 31, 2023
 Form 10-K for Fiscal Year Ended December 31, 2024
 _
Dear William McCamey:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 atlc20250409_corresp.htm

 April 9, 2025

 FOIA CONFIDENTIAL TREATMENT REQUESTED

 This letter omits confidential information included in the unredacted version of this letter

 that was delivered to the Staff.

 Redacted information is reflected with an “[*****].”

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: William Schroeder and Michael Volley

 Re:

 Atlanticus Holdings Corporation

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 10-K for Fiscal Year Ended December 31, 2024

 Response Dated March 10, 2025

 File No. 001-40485

 Dear Mr. Schroeder and Mr. Volley:

 This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated March 26, 2025 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 and Form 10-K for the fiscal year ended December 31, 2024 (the “2023 Form 10-K” and “2024 Form 10-K”, respectively).

 We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter. We note proposed additions and changes to our existing public disclosure using underlined text.

 Because of the commercially sensitive nature of certain information contained herein, this submission is accompanied by a request for confidential treatment for a portion of this letter. We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the SEC’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”). For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of this response letter (this “Letter”) and (b) the accompanying Request (collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the Request for confidential treatment in accordance with Rule 83.

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC3 - 001

 United States Securities and Exchange Commission

 April 9, 2025

 Page 2

 In accordance with Rule 83, this Letter also has been clearly marked with the legend “Confidential Treatment Requested by Atlanticus Holdings Corporation” and each page is marked for the record with the identifying numbers and code “AHC3 – 001” through “AHC3 – 0010.”

 Form 10-K for Fiscal Year Ended December 31, 2024

 Changes in Fair Value, page 25

 1.

 We note your response to prior comment 1 and your statement that you will revise future filings to include disclosure related to changes in fair value of loans. We also note that this disclosure is not included in your subsequently filed December 31, 2024 Form 10-K. Please amend your December 31, 2024 Form 10-K to include disclosure, similar to your proposed disclosure included in your response, to quantify and discuss the underlying causes of each material loss or gain item impacting fair value on a gross basis recognized within “ Changes in fair value of loans at fair value, included in earnings. ”

 Company Response:

 The Company filed an amended Form 10-K/A on March 28, 2025 to correct the inadvertent omission of such information by our financial printing and EDGAR filing service provider.

 Critical Accounting Estimates – Measurements for Loans at Fair value, page 39

 2.

 We note your disclosure that you forecast cash flows based on the individual offer type or if two or more offer types share similar performance criteria you aggregate those receivables into a single pool for evaluation and that for each identified pool, valuation models are used to calculate a stream of expected cash flows which are then discounted to derive a net present value. Please tell us in detail and revise future filings to provide additional information regarding how many pools you have, how they are determined, how often they are aggregated and whether they are stratified by vintage. Additionally, clarify if you have specific assumptions for each pool or whether you determine assumptions at the portfolio level. If you have specific assumptions for each pool, please revise your discussion of the changes in assumptions and the impact of these changes on fair value of loans, included in earnings and disclosed on page 26, to focus on the changes of assumptions at the pool level and its impact on fair value of loans, included in earnings as opposed to the overall weighted-average measure of the assumption that does not necessary explain the reasons for changes at the pool level and impact on earnings.

 Company Response:

 When we calculate the fair value of our loans at fair value, we forecast the performance of the underlying receivables using pools of homogenous loans. These pools are typically based on individual offer type (for both general purpose credit cards and private label credit). Each offer is designed in collaboration with our bank partners to match a consumer’s risk profile and to meet certain return requirements. This approach generally creates pools of receivables that perform in a similar manner. For offer types/retail partners that have an immaterial amount of loans at fair value, we may aggregate the receivables into a single pool for fair value calculation purposes. Currently, we forecast using 41 different pools, which further include monthly vintages within each pool. Each pool is then valued based on the historical performance of receivables within each pool. The expected cash flows from each of these pools are then discounted using discount rates applicable to each pool and which best reflect return requirements used by third-party market participants. We re-assess our identified pools quarterly to determine whether they should continue to be individually considered, further disaggregated or combined with other similar pools. Given the large number of pools, we do not believe that discussion of assumptions at the pool level would be meaningful in disclosing the results of operations (except in situations where the underlying performance of a particular pool changes significantly and then such discussion would be included) and instead believe that discussion of macro impacts driving weighted average shifts in inputs provide the best measure, as changes in the reported performance of fair value receivables are more often driven by macro shifts that may impact multiple pools. For instance, changes in consumer delinquency behavior are generally noted across all pools, as are consumer payment patterns and are impacted by seasonal behavior shifts and macro-economic events (like inflation). Conversely, certain metrics we report on a weighted basis may simply be impacted by a change in the underlying mix of receivables instead of changes in performance specific to a pool of receivables. For example, increases in the Total managed yield ratio may be driven by increases in the acquisition of receivables associated with an individual pool that consists of higher yielding receivables, thus becoming a larger percentage of the aggregated pools.

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC3 - 002

 United States Securities and Exchange Commission

 April 9, 2025

 Page 3

 In future filings, we will modify our disclosure within Critical Accounting Estimates – Measurements for Loans at Fair value, to include the following:

 Our valuation of loans at fair value is based on the present value of future cash flows using a valuation model of expected cash flows and the estimated cost to service and collect those cash flows. Our valuation model uses inputs that are not observable but reflect our best estimates of the assumptions a market participant would use to calculate fair value and are primarily based on historical performance of similar receivables. These internally-developed estimates of assumptions third-party market participants would use in determining fair value include estimates of gross yield billed by our bank partner, payment rates by consumers, expected credit loss rates due to nonpayment on the receivables, expected servicing costs to collect cash flows, and discount rates which estimate required returns by a purchaser of expected cash flows. We forecast our cash flows based on the individual offer type (for both general purpose credit cards and private label credit) or if two or more offer types share similar performance criteria we may further aggregate those receivables into a single pool for evaluation. While product return requirements among different offers are similar, the individual product offerings (APR, merchant fees, annual fees, etc.) necessary to achieve those returns is often unique to each offer and retailer based on several factors including acceptance rates of the offers by consumers and consumer performance data which often varies by offer type. We currently generate forecasted cash flows associated with over 40 pools (and the individual vintages within those pools) using the above criteria. For each of these identified pools, valuation models are then used to calculate a stream of expected cash flows which are then discounted to derive a net present value. Each pool has a discount rate applied that best reflects return requirements used by third-party market participants. These discount rates are primarily impacted by the relative risk profile of each pool, with those pools that generate higher yields and correspondingly higher charge-offs typically having a higher associated discount rate. These pools are re-assessed quarterly to determine if the existing pools should continue to be individually assessed, further disaggregated or combined with other similar pools.

 The estimates for the above-mentioned assumptions significantly affect the reported amount (and changes thereon) of our loans at fair value on our consolidated balance sheets and consolidated statements of income. For a qualitative summary of how certain key inputs (derived from the above assumptions) to our valuation model have changed since December 31, 2024, refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, both included in this report. For more information regarding the potential impact that changes in these key inputs might have on our Income before income taxes on our Consolidated Statements of Operations, refer to Item 7A., "Quantitative and Qualitative Disclosures About Market Risk" included elsewhere in this report.

 Additionally, in future filings, we will modify our disclosure within Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates – Changes in Fair Value of Loans, to include the following:

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC3 - 003

 United States Securities and Exchange Commission

 April 9, 2025

 Page 4

 As part of our analysis to determine the fair value of our receivables, we look at several key factors that may influence the overall fair value. Qualitative discussion of these factors is as follows:

 Gross yield, net of finance charge charge-offs – We utilize gross yield, net of finance charge charge-offs in our fair value assessments to best reflect the expected net collected yield on fee billings on our receivables. As the size and composition of our portfolio fluctuates, or as we experience periods of growth or decline in our acquisition of new receivables, this rate can fluctuate. We have experienced marginal declines in our weighted-average, Gross yield, net of finance charge charge-offs rate used in our fair value calculations as of December 31, 2024, when compared to rates used as of December 31, 2023 largely due to a shift in the overall portfolio mix towards private label credit receivables acquired that tend to have lower effective yields but also for which we have limited loss exposure due to agreements with retail partners. Our general purpose credit card receivables experienced an increase in this same rate for the noted periods due to the aforementioned product, policy, and pricing changes which contributed to the majority of the $176.9 million of increased year over year net gains noted above for the year ended December 31, 2024 compared to the year ended December 31, 2023 . As these product, policy and pricing changes continue to further impact both newly acquired and existing private label credit receivables and general purpose credit card receivables, we expect our gross yield, net of finance charge charge-offs rate to increase over time although the pace and timing of purchases for new general purpose credit card receivables, relative to those of private label credit receivables, could result in near term declines in this rate. The acquisition of private label credit receivables, particularly those noted above, is largely seasonal in nature, peaking in the second and third quarters of each year. As a result, we would expect this weighted average rate to decrease in those periods absent the offset of our higher yielding general purpose credit card receivables acquired during the same period. While our bank partners have enacted product, policy, and pricing changes on our existing receivables (and all newly acquired receivables), these changes will take several quarters to be fully realized.

 Payment Rate – Our total portfolio payment rate has declined marginally over time largely due to the increased relative weight of acquisitions of private label credit receivables to our overall pool of receivables and did not contribute meaningfully to shifts in the fair value of receivables noted above . These receivables tend to include less finance and fee billings that factor into monthly payment amounts (due to associated merchant fee billings that provide us adequate returns on the receivables) and have payment terms that extend over longer periods. As a result, payment rates on private label credit receivables are naturally lower than those associated with our general purpose credit card receivables. This was particularly influenced by strong growth in the aforementioned private label credit receivables acquired during the second and third quarters of 2024 that have limited loss exposure and tend to have longer associated terms and lower effective payment rates. This decline in payment rates is not evident in our credit card portfolio, which maintained relatively stable payment rates for the years ended December 31, 2024 and 2023.

 Servicing Rate – Our servicing rate has fluctuated marginally over time as we continue to implement processes and strategies to more efficiently and effectively service the accounts underlying our outstanding receivables portfolios. As delinquent accounts tend to have a higher cost of servicing, recent trending declines in our aggregate pool of receivables that are 90 or mo

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328

 Re: Atlanticus Holdings Corporation
 Form 10-K for Fiscal Year Ended December 31, 2023
 Form 10-K for Fiscal Year Ended December 31, 2024
 Response Dated March 10, 2025
 File No. 001-40485
Dear William McCamey:

 We have reviewed your March 10, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 5,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
Changes in Fair Value, page 25

1. We note your response to prior comment 1 and your statement that you
will revise
 future filings to include disclosure related to changes in fair value of
loans. We also
 note that this disclosure is not included in your subsequently filed
December 31, 2024
 Form 10-K. Please amend your December 31, 2024 Form 10-K to include
disclosure,
 similar to your proposed disclosure included in your response, to
quantify and discuss
 the underlying causes of each material loss or gain item impacting fair
value on a
 gross basis recognized within Changes in fair value of loans at fair
value, included in
 earnings.
 March 26, 2025
Page 2

Critical Accounting Estimates Measurements for Loans at Fair value, page 39

2. We note your disclosure that you forecast cash flows based on the
individual offer
 type or if two or more offer types share similar performance criteria
you aggregate
 those receivables into a single pool for evaluation and that for each
identified pool,
 valuation models are used to calculate a stream of expected cash flows
which are then
 discounted to derive a net present value. Please tell us in detail and
revise future
 filings to provide additional information regarding how many pools you
have, how
 they are determined, how often they are aggregated and whether they are
stratified by
 vintage. Additionally, clarify if you have specific assumptions for each
pool or
 whether you determine assumptions at the portfolio level. If you have
specific
 assumptions for each pool, please revise your discussion of the changes
in
 assumptions and the impact of these changes on fair value of loans,
included in
 earnings and disclosed on page 26, to focus on the changes of
assumptions at the pool
 level and its impact on fair value of loans, included in earnings as
opposed to the
 overall weighted-average measure of the assumption that does not
necessary explain
 the reasons for changes at the pool level and impact on earnings.

Note 3. Segment Reporting, page F-14

3. Please tell us the two operating segments that are aggregated into the
CaaS reportable
 segment. Additionally, please provide us your analysis detailing how
aggregation is
 consistent with the objective and basic principles of ASC 280-10, how
the segments
 have similar economic characteristics, and how the segments are similar
in the areas
 detailed in ASC 280-10-50-11. Specific to the two operating segments
having similar
 economic characteristics, please tell us in detail how you determined
each segment
 would have similar long-term financial performance and provide
quantified
 information detailing historical and current financial performance.
Please provide
 appropriate commentary to support your quantified information.
 Please contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 atlc20250319_corresp.htm

 March 19, 2025

 FOIA CONFIDENTIAL TREATMENT REQUEST

 Annex A to this letter omits confidential information included in

 the unredacted version of such document that was delivered to the Staff.

 Redacted information is reflected with an “[*****].”

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: William Schroeder and Michael Volley

 Re:

 Atlanticus Holdings Corporation

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 10-Q for the Quarter Ended September 30, 2024

 File No. 001-40485

 Dear Mr. Schroeder and Mr. Volley:

 In response to your request, please find attached hereto as Annex A the SAB 99 Materiality Assessment related to the Fair Value of Loans Receivable Valuation Misstatement (the “SAB 99 Memo”) of Atlanticus Holdings Corporation (the “Company”).

 Because of the commercially sensitive nature of certain information contained in the SAB 99 Memo, this submission is accompanied by a request for confidential treatment for certain portions of the SAB 99 Memo. We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the SEC’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”). For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of the SAB 99 Memo and (b) the accompanying Request (collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the Request for confidential treatment in accordance with Rule 83.

 In accordance with Rule 83, the SAB 99 Memo also has been clearly marked with the legend “Confidential Treatment Requested by Atlanticus Holdings Corporation” and each page is marked for the record with the identifying numbers and code “AHC2 – 001” through “AHC2 – 0012.”

 If you have any questions, please do not hesitate to call me at (404) 885-3310.

 Sincerely,

 /s/ Paul Davis Fancher

 Paul Davis Fancher

 cc:

 William R. McCamey (Atlanticus Holdings Corporation)

 Mitchell C. Saunders (Atlanticus Holdings Corporation)

 Annex A

 Document Title:

 SAB 99 Materiality Assessment related to the Fair Value of Loans Receivable Valuation Misstatement

 Effective Dates:

 For the year ending 31 Dec 2024

 Version Date:

 13 March 2025

 FOIA CONFIDENTIAL TREATMENT REQUEST
This memorandum omits confidential information included in the unredacted version of this memorandum that was delivered to the Staff.
Redacted information is reflected with an “[*****].”

 I. Background and Purpose

 The purpose of this memorandum is to provide management's assessment of the impact of the fair value of loans receivable misstatement for prior periods.

 II. Summary of Misstatement

 During FY2024, the Company received inquiries from the SEC regarding our accounting for the Loans receivable at fair value, specifically related to the company’s fair value methodology whereby expected subsequent purchases (and future merchant fees) have been included in our fair value measurement for receivables. In the first quarter of 2025, Management identified errors in the model methodology used to determine the fair value of loans receivable. These errors impacted the balance sheet and income statement and required a revision in the model methodology to correct the cumulative impact of the error in the measurement of our Loans receivable at fair value at December 31, 2024.

 A response from the SEC on this matter included the following information:

 We note your response to prior comment 5 regarding the inclusion of expected subsequent purchases (and future merchant fees) in your fair value measurement for receivables. In your response, you refer to the guidance in ASC 820-10-35-10E and 35-11A as support for the inclusion of expected subsequent purchases in the fair measurement for your receivables. However, this guidance is not applicable for the measurement of financial assets. As discussed in paragraphs BC46 and BC47 of ASU 2011-04, the FASB Board does not believe the concepts of highest and best use and valuation premise are relevant when measuring the fair value of financial assets, at least in part due to the fact that financial assets do not have alternative uses because a financial asset has specific contractual terms and can have a different use only if the characteristics of the financial asset (that is, the contractual terms) are changed. Furthermore, a change in characteristics causes that particular asset to become a different asset, and the objective of a fair value measurement is to measure the asset that exists at the measurement date. Furthermore, you also state in your response that you do not believe you have a contractual right (i.e., firm commitment) related to subsequent purchases that would be eligible for fair value measurement under ASC 825. For these reasons, we do not believe the inclusion of expected subsequent purchases (and future merchant fees) in your fair value measurement is consistent with the guidance in ASC 820 and ASC 825. Please advise or revise your methodology to comply with the guidance in ASC 820.

 1

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC2 - 001

 The Company revised the fair value model methodology to comply with the guidance in ASC 820 as of December 31, 2024, to measure and present the fair value of loans receivable using this revised methodology. Within this memo, we are including a consideration of the materiality of the uncorrected misstatements in prior periods. The table below represents the iron curtain impact of the change in loan value for each period.

 FSLI

 ABCOT

 Q3 2024

 Q2 2024

 Q1 2024

 Q4 2023

 Dr. Loans receivable at fair value

 Asset

 [*****]

 [*****]

 [*****]

 [*****]

 Cr. Changes in fair value of loans (YTD $ )

 Expense

 [*****]

 [*****]

 [*****]

 [*****] 1

 III. Guidance Considerations

 In evaluating the misstatements below, management considered guidance from multiple sources to ascertain whether the misstatements are material to financial statement users (and thus for prior period filings with identified misstatements), and whether amounts would require revision through a “Big R” restatement, “Little R” restatement, and/or current period cumulative entry under ASC 250.

 A.

 Materiality Guidance

 ●

 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections

 ●

 SEC Staff Accounting Bulletin (“SAB”) Topics 1.M and 1.N (formerly referred to as SAB Nos. 99 and 108, respectively) [Link]

 o

 SAB Topic 1.M (SAB 99) — states that the assessment of the materiality of errors should consider both qualitative and quantitative considerations and discusses more specific aspects of the qualitative considerations.

 o

 SAB Topic 1.N (SAB 108) — addresses quantifying the financial statement effects of errors (i.e., the quantitative analysis) and provides guidance on the correction of errors, including the correction of immaterial errors existing in prior period financial statements.

 ●

 KPMG’s Handbook: Accounting changes and error corrections

 ●

 BDO’s guide: Accounting Changes and Error Corrections

 1 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.

 2

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC2 - 002

 ●

 Statement released by SEC Acting Chief Accountant Paul Munter on March 9, 2022 , Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors

 Materiality Considerations

 As summarized in the guidance referenced above, the following materiality factors were considered

 ●

 When an error is identified, the accounting and reporting conclusions are dependent on the materiality of the error(s) to the financial statements.

 ●

 An item is considered material if there is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”

 ●

 Companies (particularly SEC registrants) are directed to consider both the quantitative and qualitative considerations outlined in the extensive materiality guidance set forth in SEC Staff Accounting Bulletin (“SAB”) Topics 1.M and 1.N (formerly referred to as SAB Nos. 99 and 108, respectively).

 ●

 Materiality should be assessed with respect to the misstatement’s impact on prior period financial statements and, in the event prior period financial statements are not restated or adjusted, with respect to the impact of the misstatement’s correction on the current period financial statements.

 ●

 Management should also consider whether the correction (or non-correction) of errors would result in other potential impacts such as compliance with debt or other covenants that could be affected by the error.

 Management has evaluated extensively the quantitative and qualitative considerations listed in SAB Topic 1.M (SAB 99) and 1.N (SAB 108), and we have considered the potential impact to users of our prior period financial information in the event the error remains unadjusted. Documentation of this assessment is below.

 IV. Evaluation of the Materiality of the Misstatements

 A.

 Quantitative Materiality Evaluation

 3

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC2 - 003

 In the assessment of quantitative materiality, management reviewed multiple indicators to align with investors’ evaluation of the total mix of information. Management believes key measures to consider in evaluating materiality include pre-tax income and total revenues. In our preliminary calculation of materiality for FY2024 based on FY2023 reported amounts, management determined that $[*****] million is an appropriate materiality threshold based on the risk profile of the Company, noting this amount represents [*****]% of FY2023 pre-tax income (“PTI”) and approximated [*****]% of FY2023 revenue. 2

 [*****] 3

 Further, management evaluated our assessed materiality based on final 2024 metrics as follows, noting that our determined materiality amount represents [*****]% of final PTI and [*****]% of total revenues. Thus the amount deemed to represent total overall materiality remains reasonable based on all metrics presented as of and for the year ended December 31, 2024. 4

 [*****] 5

 ASC 270, Interim Reporting (previously APB Opinion No. 28) describes the applicability of generally accepted accounting principles to interim financial information and indicates the types of disclosures necessary to report on a meaningful basis for a period of less than a full year. Paragraph 29 provides guidance on assessing materiality in interim periods: “In determining materiality for the purpose of reporting the cumulative effect of an accounting change or correction of an error, amounts should be related to the estimated income for the full fiscal year and also to the effect on the trend of earnings.”

 B.

 Prior Period Impact Evaluation

 The misstatements relate to the calculation of Fair Value of Receivables; specifically, the removal of future purchases, and the merchant fees associated with those purchases, from the future cash flows used to measure fair value of those receivables through a discounted cash flow analysis. The misstatements were identified based on discussions with the Staff of the Securities and Exchange Commission (“SEC”). Management reviewed periods including the year ended December 31, 2023 and the first three quarters of 2024 to evaluate the impact of the fair value of loans receivable adjustment to verify if a restatement of 2024 prior quarters or the prior year was necessary based on the materiality of the misstatements.

 2 Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 3 Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 4 Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 5 Omitted and provided under separate cover to the Staff pursuant to Rule 83.

 4

 Confidential Treatment Requested by Atlanticus Holdings Corporation

 AHC2 - 004

 2024 Analysis

 Management assessed the impact on the financial statement line items, pre-tax and net income, total assets and liabilities, and total revenue and net margin for Q1, Q2, and Q3 2024. Refer to Appendix A for illustrative charts for the below narrative discussion of impacts.

 As shown in Appendix A, total impacts on the Loans receivable at Fair Value asset ranged from $[*****] million, or [*****]% of the financial statement line item (“FSLI”), in Q1 2024, to $[*****] million, or [*****]% of the FSLI, in Q3 2024. The change in the Fair Value of the Loan expense ranges from a decrease of [*****]% in the FSLI in Q1 2024 to a decrease of [*****]% for Q3 2024. The overall impact on Pre-tax income ranges from $[*****] million in Q1 2024, or an increase of [*****]%, to $[*****] million in Q3 2024, or an increase of [*****]%. This impact is below management’s assessed materiality for the quarter and does not have a significant impact on the mix of information available to investors.

 This evaluation is further supported by the analysis of total assets and liabilities for the first three quarters of 2024. Impacts range from increases in total assets of [*****]% in Q1 2024 to [*****]% in Q3 2024, indicating there is not a significant change in the mix of information available to investors related to total assets. Total liabilities were not impacted as a result of the misstatement. 7

 Lastly, impacts on total revenues and net margin were analyzed by management. The total misstatements impacting net margin were increases of [*****]% in Q1 2024, an increase of [*****]% in Q2 2024, and an increase of [*****]% in Q3 2024. Along with the corresponding impacts to pre-tax net income discussed above, management determined these misstatements represented an overall immaterial impact to the financial information available to investors for 2024. 8

 2023 Analysis

 As shown in Appendix A, the misstatement as of December 31, 2023 would have amounted to a $[*****] million increase in Loans receivable at Fair Value and a decrease in the expense related to Changes in the Fair Value of Loans by a corresponding amount. This would have resulted in a $[*****] million increase to Pre-Tax Income (+[*****]%) and a $[*****] million impact on net income, an increase of [*****]%. This impact is well below management’s assessed materiality for the FY2023 and does not have a significant impact on the mix of information available to investors. 9

 Furthermore, management assessed the impact on total assets and liabilities. Total assets as of December 31, 2023, would have increased by $[*****] million, or [*****]%, with no corresponding change in total liabilities. 10

 6 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 7 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 8 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 9 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.
 10 [*****] Omitted and provided under separate cover to the Staff pursuant to Rule 83.

 5

 Confidential

CORRESP
 1
 filename1.htm

 atlc20250309_corresp.htm

 Troutman Pepper Locke LLP

 Bank of America Plaza, 600 Peachtree Street NE, Suite 3000

 a TLANTA , ga 30308

 troutman.com

 Paul Davis Fancher

 paul.fancher@troutman.com

 March 10, 2025

 FOIA CONFIDENTIAL TREATMENT REQUESTED

 This letter omits confidential information included in the unredacted version of this letter that was delivered to the Staff.

 Redacted information is reflected with an “[*****].”

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: William Schroeder and Michael Volley

 Re:

 Atlanticus Holdings Corporation

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 10-Q for the Quarter Ended September 30, 2024

 Response Dated February 25, 2025

 File No. 001-40485

 Dear Mr. Schroeder and Mr. Volley:

 This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated March 5, 2025 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and Form 10-Q for the Quarter Ended September 30, 2024 (the “Form 10-Q”).

 We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

 Because of the commercially sensitive nature of certain information contained herein, this submission is accompanied by a request for confidential treatment for a portion of this letter. We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the SEC’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”). For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of this response letter (this “Letter”) and (b) the accompanying Request (collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the Request for confidential treatment in accordance with Rule 83.

 Confidential Treatment Requested by Atlanticus Holdings Corporation
AHC - 001

 United States Securities and Exchange Commission

 March 10, 2025

 Page 2

 In accordance with Rule 83, this Letter also has been clearly marked with the legend “Confidential Treatment Requested by Atlanticus Holdings Corporation” and each page is marked for the record with the identifying numbers and code “AHC – 001” through “AHC – 009.”

 Form 10-K for Fiscal Year Ended December 31, 2023

 Changes in Fair Value, page 25

 1.

 We note your proposed disclosure included in your response to prior comment 1. Please provide us additional information including an illustrative example explaining how “ increases in total operating revenue contributed to increased fair value losses period over period. ”

 Company Response:

 Finance and fees are an input within our valuation of Loans receivable at fair value. As a result, the timing of cash flows associated with the ultimate payment (or non-payment) of these fees typically results in them being marked to a value greater than or less than the fee recognized. This results from historical models that suggest some portion of finance and fees will be paid in full each month, some may never be collected and some will be paid over time (and result in additional fees or finance charges). For example, a fee of $20 billed in month 1 may be paid the following month, it may charge off with no payments, or it may get paid over several months in which case it would incur additional finance charges. These three scenarios will result in a fair value adjustment that is equal to, below, or above the fee recognized (as a payment over time would incur additional finance charges and fees), respectively. Our models determine expected payment behavior based on the historical performance of similar consumers and then assess the fair value of fee billings based on the expected cash flows. These fair values are not assessed at the consumer level but are instead applied at the individual pool level. As a result, an increase in fee revenues produces a higher fair value offset against that revenue absent other changes that may impact fair value rates. Examples of the above scenarios follow:

 Discount rate

 10%

 Example 1

 Example 2

 Example 3

 Fees in period 1 (recognized in Total operating revenue)

 $
 20.00

 $
 20.00

 $
 20.00

 Payment month

 1

 $
 (20.00
 )

 $
 -

 $
 (2.25
 )

 2

 $
 -

 $
 -

 $
 (2.25
 )

 3

 $
 -

 $
 -

 $
 (2.25
 )

 4

 $
 -

 $
 -

 $
 (2.25
 )

 5

 $
 -

 $
 -

 $
 (2.25
 )

 6

 $
 -

 $
 -

 $
 (2.25
 )

 7

 $
 -

 $
 -

 $
 (2.25
 )

 8

 $
 -

 $
 -

 $
 (2.25
 )

 9

 $
 -

 $
 -

 $
 (2.25
 )

 10

 $
 -

 $
 -

 $
 (2.25
 )

 NPV

 NPV

 NPV

 $
 20.00

 $
 0.00

 $
 21.68

 Statement of income

 Total operating revenue

 $
 20.00

 $
 20.00

 $
 20.00

 Changes in fair value of loans

 $
 -

 $
 (20.00
 )

 $
 1.68

 Net Margin

 $
 20.00

 $
 -

 $
 21.68

 As indicated above, the fair value mark can be positive or negative, however our Fair value to Total managed receivables (Total managed receivables equals our aggregate unpaid gross balance of loans at fair value) ratio as of September 30, 2024 was less than 100%, producing a reduction to those operating revenues. In the three and nine months ended September 30, 2024, we generated Total operating revenue of $351.0 million and $956.8 million, respectively. For the same periods in 2023, we generated Total operating revenue of $294.9 million and $846.6 million, respectively. If we applied the same Fair value to Total managed receivables ratio to both periods (thus isolating the fair value impact related to the increase in revenues), the negative fair value assessment against these revenues would increase.

 Confidential Treatment Requested by Atlanticus Holdings Corporation
AHC - 002

 United States Securities and Exchange Commission

 March 10, 2025

 Page 3

 Offsetting this negative fair value assessment is an increase in the Fair value to Total managed receivables ratio, which increased at September 30, 2024 when compared to September 30, 2023. This increase was due to the underlying performance of the receivables in the form of improved delinquencies and improved net returns. Additionally, the extension in assumed implementation dates of the CFPB late fee rule allows more time for our product, policy and pricing changes to take effect, further offsetting the negative impact of the rule’s implementation and increasing the overall value of the receivables. The Fair value to Total managed receivables ratio increased from 90.2% as of December 31, 2023 to 94.6% as of September 30, 2024 (as disclosed in the Form 10-Q). Applying this positive change in the fair value ratio of 4.4% (94.6%-90.2%) to our outstanding receivable base as of September 30, 2024 resulted in a positive fair value assessment of $117.6 million for the nine months ended September 30, 2024.

 In future filings, we will revise our disclosure to include the following within our discussion of Management’s Discussion and Analysis of Financial Condition and Results of Operations - Changes in fair value of loans.

 Changes in fair value of loans. We experienced losses in our total Changes in fair value of loans of $203.7 million and $549.2 million for the three and nine months ended September 30, 2024, respectively. This compares to losses of $177.9 million and $505.5 million for the three and nine months ended September 30, 2023, respectively. Changes in fair value of loans includes 1) current period principal and finance chargeoffs of fair value receivables, 2) the impact of assessing all finance and fee income billed during the period to fair value, 3) losses on acquisitions of our private label receivables and 4) the impact of changes in the assumptions underlying receivables at the end of the measurement period. The increase in losses for both the three and nine month periods were largely due to increases in principal and finance chargeoffs (net of recoveries), which totaled $201.4 million and $650.2 million for the three and nine months ended September 30, 2024, respectively, compared to $173.5 million and $545.4 million for the three and nine months ended September 30, 2023, respectively. These chargeoffs increased period over period primarily due to overall increases in our acquisition of receivables and not due to specific changes in the underlying performance of the receivables. Offsetting this increase in chargeoffs, was an increase in the Changes in fair value of loans at fair value, included in earnings, which increased to $101.0 million for the nine months ended September 30, 2024 compared to $39.9 million for the nine months ended September 30, 2023 primarily resulting from improvements in the fair value assessment for receivables. Results impacting the $101.0 million of Changes in fair value of loans at fair value, included in earnings for the nine months ended September 30, 2024 are as follows: 1) net gains of $106.0 million associated with fair value assessments on increases in finance and fee billings (net of subsequent payments) in excess of the billed amounts, 2) net losses of $122.6 million on the acquisition of receivables, primarily related to private label credit receivables which have below market pricing and 3) improvements in the underlying performance of our fair value receivables in the form of improved delinquencies and improved net returns as well as the extension in assumed implementation dates of recent CFPB rules limiting late fees charged to consumers. This extension allows more time for our product, policy and pricing changes to take effect, further offsetting the negative impact of the rule’s implementation and increasing the overall value of the receivables. These improvements in underlying performance and assumptions resulted in an increase in the fair value of consumer receivables of approximately $117.6 million.

 For the three months ended September 30, 2024, Changes in fair value of loans at fair value, included in earnings reduced to a loss of $2.3 million from a loss of $4.3 million for the three months ended September 30, 2023. Results impacting the $2.3 million loss in Changes in fair value of loans at fair value, included in earnings for the three months ended September 30, 2024 are as follows: 1) net gains of $52.4 million associated with fair value assessments on increases in finance and fee billings (net of subsequent payments) in excess of the billed amounts, 2) net losses of $63.5 million on the acquisition of receivables, primarily related to private label credit receivables which have below market pricing and 3) improvements in the underlying performance of our fair value receivables in the form of improved delinquencies and improved net returns as well as the extension in assumed implementation dates recent CFPB rules limiting late fees charged to consumers. This extension allows more time for our product, policy and pricing changes to take effect, further offsetting the negative impact of the rule’s implementation and increasing the overall value of the receivables. These improvements in underlying performance and assumptions resulted in an increase in the fair value of consumer receivables of approximately $8.8 million.

 Confidential Treatment Requested by Atlanticus Holdings Corporation
AHC - 003

 United States Securities and Exchange Commission

 March 10, 2025

 Page 4

 2.

 We note your response to prior comment 2 and your proposed disclosure included in your response to prior comment 1. Please revise your proposed MD&A disclosure in future filings to quantify the amount of “ Changes in fair value of loans at fair value, included in earnings ” recognized in each period presented. We also note you recognized total gains of $101 million in the nine months ended September 30, 2024. It appears that this $101 million gain included losses of $112 million related to merchant fees recognized in 2024 and some offsetting larger gains. Please revise your proposed MD&A disclosure in future filings to quantify and discuss the underlying causes of each material loss or gain item impacting fair value on a gross basis recognized within “ Changes in fair value of loans at fair value, included in earnings. ” Please include a draft of your proposed revised disclosure in your response using September 30, 2024 information.

 Company Response:

 In many cases where we have a loss on acquisition of a private label receivable, we have a merchant fee to offset that loss and provide an adequate return on the investment. The merchant fee is not a 1:1 offset for recognized losses on acquisition and in many cases will more than offset the loss on acquisition. In future filings, we will modify our disclosure within Management's Discussion and Analysis of Financial Condition and Results of Operations - Changes in fair value of loans, to include the proposed disclosure provided in our response to Comment 1 above.

 Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37

 3.

 We note your response to prior comment 5 regarding the inclusion of expected subsequent purchases (and future merchant fees) in your fair value measurement for receivables. In your response, you refer to the guidance in ASC 820-10-35-10E and 35-11A as support for the inclusion of expected subsequent purchases in the fair measurement for your receivables. However, this guidance is not applicable for the measurement of financial assets. As discussed in paragraphs BC46 and BC47 of ASU 2011-04, the FASB Board does not believe the concepts of highest and best use and valuation premise are relevant when measuring the fair value of financial assets, at least in part due to the fact that financial assets do not have alternative uses because a financial asset has specific contractual terms and can have a different use only if the characteristics of the financial asset (that is, the contractual terms) are changed. Furthermore, a change in characteristics causes that particular asset to become a different asset, and the objective of a fair value measurement is to measure the asset that exists at the measurement date. Furthermore, you also state in your response that you do not believe you have a contractual right (i.e., firm commitment) related to subsequent purchases that would be eligible for fair value measurement under ASC 825. For these reasons, we do not believe the inclusion of expected subsequent purchases (and future merchant fees) in your fair value measurement is consistent with the guidance in ASC 820 and ASC 825. Please advise or revise your methodology to comply with the guidance in ASC 820.

 Company Response:

 Based on the above Staff comments, we have revised our fair value methodology to remove subsequent purchases (and all merchant fees associated with these subse

March 5, 2025
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarter Ended September 30, 2024
Response Dated February 25, 2025
File No. 001-40485
Dear William McCamey:
            We have reviewed your February 25, 2025 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our February
14, 2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Changes in Fair Value, page 25
1.We note your proposed disclosure included in your response to prior comment 1.
Please provide us additional information including an illustrative example
explaining how “increases in total operating revenue contributed to increased fair
value losses period over period.”
We note your response to prior comment 2 and your proposed disclosure included in
your response to prior comment 1. Please revise your proposed MD&A disclosure in
future filings to quantify the amount of “Changes in fair value of loans at fair value,
included in earnings” recognized in each period presented. We also note you
recognized total gains of $101 million in the nine months ended September 30, 2024.
It appears that this $101 million gain included losses of $112 million related to 2.

March 5, 2025
Page 2
merchant fees recognized in 2024 and some offsetting larger gains. Please revise your
proposed MD&A disclosure in future filings to quantify and discuss the underlying
causes of each material loss or gain item impacting fair value on a gross basis
recognized within “Changes in fair value of loans at fair value, included in earnings.”
Please include a draft of your proposed revised disclosure in your response using
September 30, 2024 information.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
3.We note your response to prior comment 5 regarding the inclusion of expected
subsequent purchases (and future merchant fees) in your fair value measurement for
receivables.  In your response, you refer to the guidance in ASC 820-10-35-10E and
35-11A as support for the inclusion of expected subsequent purchases in the fair
measurement for your receivables.  However, this guidance is not applicable for the
measurement of financial assets.  As discussed in paragraphs BC46 and BC47 of ASU
2011-04, the FASB Board does not believe the concepts of highest and best use and
valuation premise are relevant when measuring the fair value of financial assets, at
least in part due to the fact that financial assets do not have alternative uses because a
financial asset has specific contractual terms and can have a different use only if the
characteristics of the financial asset (that is, the contractual terms) are changed.
Furthermore, a change in characteristics causes that particular asset to become a
different asset, and the objective of a fair value measurement is to measure the asset
that exists at the measurement date.  Furthermore, you also state in your response that
you do not believe you have a contractual right (i.e., firm commitment) related to
subsequent purchases that would be eligible for fair value measurement under ASC
825.  For these reasons, we do not believe the inclusion of expected subsequent
purchases (and future merchant fees) in your fair value measurement is consistent
with the guidance in ASC 820 and ASC 825.  Please advise or revise your
methodology to comply with the guidance in ASC 820.
4.We note your response to prior comment 6 where you state that when calculating the
fair value of your loans on a “with our without” subsequent purchases basis you tend
to see a slight increase in the overall value of the existing portfolio when subsequent
purchases are excluded, assuming no other changes in assumptions.  In light of our
comment above where we state that we do not believe the inclusion of expected
subsequent purchases (and future merchant fees) is consistent with the guidance in
ASC 820 and ASC 825, please explain in more detail how you intend to calculate the
impact of excluding subsequent purchases from your revised fair value measurement.
For example, please clarify if your new methodology would result in the revision of
other assumptions when subsequent purchases are excluded, such as the assumptions
related to payment behavior, credit losses, etc.  To the extent you believe that no
assumptions need to be changed, please explain why and provide support for your
conclusion.

March 5, 2025
Page 3
Form 10-Q for the Quarter Ended September 30, 2024
General Purpose Credit Cards, page 26
5.We note your response to comment 2 in your letter dated February 6, 2025 where you
have proposed to revise your disclosure to clarify that under your agreements with
bank partners, you are required to purchase private label credit receivables for
amounts that may be in excess of fair value, in which case you would record a
negative fair value on acquisition of the private label receivable. In your response, you
also provide the accounting entries for the acquisition of a private label credit
receivable.  As it relates to your general purchase credit card receivables, we note you
charge an annual fee ranging from $0-$175 and you recognize annual fees as income
when they are charged to the customers’ account which appears to be when the credit
card account is opened and potentially prior to any consumer purchases. We also note
you charge monthly maintenance fees ranging from $0-$15 which are recognized as
income when charged.  Please address the following regarding your general purchase
credit card receivables:

•Clarify for us whether the interest rates charged are market rates in all
circumstances.  In this regard, we note your disclosure that annual percentage
rates range from 19.99% to 36%.

•Clarify how the annual fee and monthly maintenance fees impact the initial fair
value measurement related to the purchase of a general purchase credit card
receivable related to a consumer purchase  and clarify if a negative fair value is
initially recognized.

•Provide us an illustrative example, with supporting commentary, of the
accounting entries related to the typical transactions related to a general purpose
credit card account to allow us to better understand the fair value measurements,
the items recognized on your balance sheet and the resulting impact on your
income statement. Please include all typical transactions including the assessment
of an annual fee, the purchase of a receivable from the bank partner related to a
consumer purchase, the assessment of monthly maintenance fees, etc.

Please revise your disclosure in future filings as necessary.
            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

	atlc20250225_corresp.htm

February 25, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Schroeder and Michael Volley

			Re:

			Atlanticus Holdings Corporation

			Form 10-K for Fiscal Year Ended December 31, 2023

			Response Dated February 6, 2025

			File No. 001-40485

Dear Mr. Schroeder and Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated February 14, 2025 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-K for Fiscal Year Ended December 31, 2023

Changes in fair value of loans, page 25

			1.

			We note your response to prior comment 4. Considering that “Changes in fair value of loans at fair value, included in earnings” has been material to financial results and includes significant judgment as evidenced by it being a critical accounting estimate and the related discount rate being a critical audit matter, please revise MD&A in future filings to quantify this amount in each period presented and clearly discuss the underlying factors that resulted in the gain or loss recognized each period. We note your discussion of the changes in fair value of loans on page 29 in the September 30, 2024 Form 10-Q does not appear to focus on the gain or loss recognized in the income statement each period and it is not clear how each factor discussed impacted the gain or loss in each period presented and the magnitude of the impact on the gain or loss. Please provide us your proposed revised disclosure.

Company Response:

In future filings, we will revise our disclosure to include the following within our discussion of Changes in fair value of loans in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

			United States Securities and Exchange Commission

			February 25, 2025

			Page 2

Changes in fair value of loans. Changes in fair value of loans includes 1) current period principal and finance chargeoffs of fair value receivables, 2) the impact of discounting to present value all finance and fee income billed during the period, 3) losses on acquisitions of our private label receivables and 4) the impact of changes in the assumptions underlying receivables at the end of the measurement period. We experienced losses in our changes in fair value of loans of $203.7 million and $549.2 million for the three and nine months ended September 30, 2024. This compares to losses of $177.9 million and $505.5 million for the three and nine months ended September 30, 2023. The increases in losses for both the three and nine month periods were largely due to increases in principal and finance chargeoffs (net of recoveries), which increased $27.9 million and $104.8 million for the three and nine months ended September 30, 2024 when compared to the same periods in 2023. These chargeoffs increased period over period primarily due to overall increases in our acquisition of receivables and not due to specific changes in the underlying performance of the receivables. Increases in Total operating revenue, noted above, also contributed to increased fair value losses period over period, as these additional fee billings (recognized in Total operating revenue) are discounted to fair value, which is often less than the gross amount of the fee billing during the period. Finally, increases in purchases associated with private label credit receivables during the three and nine months ended September 30, 2024 when compared to the same periods in 2023 (increases of $152.3 million and $198.1 million, respectively) also contributed marginally to losses in our Changes in fair value of loans. The fair value of loans acquired associated with our retail partners is typically lower than the aggregate unpaid gross balance of the underlying loans on the date of acquisition due to loan originations by our bank partners that contain below market interest rates or fees charged to consumers. In most cases where we acquire these below market receivables, we charge merchant fees to our retail partners to facilitate the transaction and ensure we earn adequate returns. These merchant fees often offset the negative impact of the initial acquisition of the underlying receivable and are included in Total operating revenue on our consolidated statements of income.

Offsetting these negative impacts were improvements in the underlying performance of the receivables in the form of improved delinquencies and improved net returns, discussed below. These performance metrics resulted in improvements in our forecast for these receivables. Additionally, delays in the planned implementation date of recent rules enacted by the CFPB benefited our fair value estimates as we extended the assumed implementation date of these rules to July 2025. The extension in assumed implementation dates of the CFPB rule allows more time for our product, policy and pricing changes to take effect, further offsetting the negative impact of the rule’s implementation.

For all periods presented, we included asset performance degradation in our forecasts to reflect both changes in assumed asset level economics and the possibility of delinquency rates increasing in the near term (and the corresponding increase in charge-offs and decrease in payments) above the level that current trends would suggest. In recent periods, we have removed some of this expected degradation based on observed asset stabilization, implementation of mitigants to a potential change in late fee billings and general improvements in U.S. economic expectations due to the improved inflation environment. See Note 6 "Fair Values of Assets and Liabilities" included herein for further discussion of this calculation. We may, however, adjust our forecasts to reflect observed macroeconomic events. Thus, the fair values are subject to potentially high levels of volatility if we experience changes in the quality of our credit card receivables or if there are significant changes in market valuation factors (e.g., interest rates and spreads) in the future. Tightened underwriting standards shifted new receivable acquisitions to consumers at the higher end of the FICO bands in which our bank partners participate, presumably resulting in improved overall credit performance of our acquired receivables. When coupled with those existing assets negatively impacted by inflation gradually becoming a smaller percentage of the outstanding portfolio, we expect to see overall improvements in the measured fair value of our portfolios of acquired receivables. As part of our analysis to determine the fair value of our receivables, we look at several key factors that influence the overall fair value. Qualitative discussion of these factors is as follows:

			United States Securities and Exchange Commission

			February 25, 2025

			Page 3

Gross yield, net of finance charge chargeoffs – We utilize gross yield, net of finance charge chargeoffs in our fair value assessments to best reflect the expected net collected yield on fee billings on our receivables. As the size and composition of our portfolio fluctuates, or as we experience periods of growth or decline in our acquisition of new receivables, this rate can fluctuate. We have experienced marginal declines in our weighted-average, Gross yield, net of finance charge chargeoffs rate used in our fair value calculations as of September 30, 2024, when compared to rates used as of September 30, 2023 and June 30, 2024 largely due to a shift in the overall portfolio mix towards private label credit receivables acquired that tend to have lower effective yields but also for which we have limited loss exposure due to agreements with retail partners. Our general purpose credit card receivables experienced an increase in this same rate for the noted periods due to the aforementioned product, policy, and pricing changes. As these product, policy and pricing changes continue to further impact both newly acquired and existing private label credit receivables and general purpose credit card receivables, we expect our gross yield, net of finance charge chargeoffs rate to increase over time although the pace and timing of purchases for new general purpose credit card receivables, relative to those of private label credit receivables, could result in near term declines in this rate. The acquisition of private label credit receivables, particularly those noted above, is largely seasonal in nature, peaking in the second and third quarters of each year. As a result, we would expect this weighted average rate to decrease in those periods absent the offset of our higher yielding general purpose credit card receivables acquired during the same periods. While our bank partners have enacted product, policy, and pricing changes on our existing receivables (and all newly acquired receivables), these changes will take several quarters to be fully realized.

Payment Rate – Our total portfolio payment rate has declined marginally over time largely due to the increased relative weight of acquisitions of private label credit receivables to our overall pool of receivables. These receivables tend to include less finance and fee billings that factor into monthly payment amounts (due to associated merchant fee billings that provide us adequate returns on the receivables) and have payment terms that extend over longer periods. As a result, payment rates on private label credit receivables are naturally lower than those associated with our general purpose credit card receivables. This was particularly influenced by strong growth in the aforementioned private label credit receivables acquired during the second and third quarters of 2024 that have limited loss exposure and tend to have longer associated terms and lower effective payment rates. This decline in payment rates is not evident in our credit card portfolio, which maintained relatively stable payment rates for the three and nine months ended September 30, 2024 and 2023.

Servicing Rate – Our servicing rate has fluctuated marginally over time as we continue to implement processes and strategies to more efficiently and effectively service the accounts underlying our outstanding receivables portfolios. As delinquent accounts tend to have a higher cost of servicing, recent trending declines in our receivables that are 90 or more days past due also has resulted in lower expected future costs. We expect our servicing rate will remain relatively consistent over the next several quarters.

Expected Net Principal Credit Loss Rate – Our Expected net principal credit loss rate is chiefly impacted by the relative makeup of receivables within our pools. As we have acquired a higher number of receivables associated with our private label credit accounts for which we have limited loss exposure due to agreements with retail partners, particularly in the second and third quarters of 2024, our Expected net principal credit loss rate has decreased. Additionally, we have noted reductions in the Expected net principal credit loss rate associated with our general purpose credit card receivables, which have shown continued overall improvements in delinquency rates. With growth in the acquisition of our private label credit receivables, particularly those noted above with limited loss exposure, and growth in better performing general purpose credit card receivables, we expect this weighted average rate to decrease over the next several quarters (when compared to similar periods in prior years) before stabilizing.

			United States Securities and Exchange Commission

			February 25, 2025

			Page 4

Discount Rate – Our weighted average discount rate has remained relatively consistent over the past several quarters (and is expected to continue to remain consistent or go down). Primarily impacting modest changes in our weighted average discount rate are mix shifts in the type of receivables acquired, as different receivable types (general purpose credit card receivables versus private label credit receivables) have different expected return requirements used by third-party market participants. As we have acquired a higher number of receivables associated with our private label credit accounts for which we have limited loss exposure due to agreements with retail partners that reimburse us for credit losses, our weighted average discount rate has decreased marginally. We have assigned a lower discount rate when assessing the fair value of these receivables to reflect the significantly lower risk and return characteristics. As a result, our weighted average discount rate has decreased marginally. We consider asset specific financing costs associated with our receivables (coupled with our internal cost of equity capital in agreements that require credit enhancements) as the best indicator of return requirements used by third-party market participants. If the Federal Reserve continues to decrease interest rates or we observe a corresponding decrease in return requirements used by third-party market participants, we may further reduce our weighted average discount rate.

			2.

			We also note your response to prior comment 2 that indicates that each purchase of a private label credit receivable results in a fair value loss recognized in the income statement and that it appears that this loss is presented in "Changes in fair value of loans at fair value, included in earnings." Considering that you have recognized a large overall gain in this line-item during 2024, please ensure you address each material loss or gain item impacting fair value on a gross basis in your revised MD&A disclosure in future filings. Please provide us your proposed revised disclosure.

			Company Response:

			In future filings, we will modify our disclosure within Management's Discussion and Analysis of Financial Condition and Results of Operations - Changes in fair value of loans, to include the proposed disclosure provided in our response to Comment 1 above.

			3.

			We note on page 29 of your September 30, 2024 Form 10-Q you disclose that, “we expect our change in fair value of credit card receivables recorded at fair value to increase commensurate with growth in these receivables.” Please tell us whether the “change in fair value of credit card receivables” in this disclosure is referring to gains recognized in the income statement (i.e., “Change in fair value of loans at fair value, included in earnings” on page 14) or simply increases in the amount recognized on the balance sheet (i.e., “Loans at fair value” on page 1) and revise disclosure in future filings as necessary to clarify. If it refers to gains recognized in the income statement, please tell us the basis for this accounting treatment and clarify whether you recognize a gain upon the purchase of a credit card receivable from a bank partner. Please provide us your proposed disclosure.

Company Response:

In the disclosure on page 29 of the September 30, 2024 Form 10-Q, we discuss the underlying cause for increases in the fair value mark for the period recognized on the income statement. For our credit card receivables, we acquire the receivables for t

February 14, 2025
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Response Dated February 6, 2025
File No. 001-40485
Dear William McCamey:
            We have reviewed your February 6, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our January
23, 2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Changes in fair value of loans, page 25
1.We note your response to prior comment 4. Considering that “Changes in fair value of
loans at fair value, included in earnings” has been material to financial results and
includes significant judgment as evidenced by it being a critical accounting estimate
and the related discount rate being a critical audit matter, please revise MD&A in
future filings to quantify this amount in each period presented and clearly discuss the
underlying factors that resulted in the gain or loss recognized each period. We note
your discussion of the changes in fair value of loans on page 29 in the September 30,
2024 Form 10-Q does not appear to focus on the gain or loss recognized in the income
statement each period and it is not clear how each factor discussed impacted the gain
or loss in each period presented and the magnitude of the impact on the gain or
loss. Please provide us your proposed revised disclosure.

February 14, 2025
Page 2
2.We also note your response to prior comment 2 that indicates that each purchase of a
private label credit receivable results in a fair value loss recognized in the income
statement and that it appears that this loss is presented in "Changes in fair value of
loans at fair value, included in earnings." Considering that you have recognized a
large overall gain in this line-item during 2024, please ensure you address each
material loss or gain item impacting fair value on a gross basis in your revised MD&A
disclosure in future filings.  Please provide us your proposed revised disclosure.
3.We note on page 29 of your September 30, 2024 Form 10-Q you disclose that, “we
expect our change in fair value of credit card receivables recorded at fair value to
increase commensurate with growth in these receivables.” Please tell us whether the
“change in fair value of credit card receivables” in this disclosure is referring to gains
recognized in the income statement (i.e., “Change in fair value of loans at fair value,
included in earnings” on page 14) or simply increases in the amount recognized on the
balance sheet (i.e., “Loans at fair value” on page 1) and revise disclosure in future
filings as necessary to clarify. If it refers to gains recognized in the income statement,
please tell us the basis for this accounting treatment and clarify whether you recognize
a gain upon the purchase of a credit card receivable from a bank partner. Please
provide us your proposed disclosure.
4.We note that footnote (3) in your proposed disclosure in response to prior comment 4
appears to indicate that merchant fees are included in the “Purchases” line-item in the
roll forward of loans at fair value and result in an increase in fair value. Please explain
to us why the recognition of merchant fees impacts the fair value of loans considering
the journal entries provided in response to prior comment 2 related to the recognition
of merchant fees do not show any impact on the fair value of loans. Alternatively,
please provide us an updated proposed disclosure and revise your roll forward as
needed, explaining the changes to us.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
5.We note your response to prior comment 5 and that you include expected subsequent
purchases in your fair value measurement for receivables. Please tell us how you
considered whether your contractual right to purchase future receivables from bank
partners is eligible for the fair value option. Specifically tell us how you considered
whether this contractual right was a recognized  financial asset under ASC 825-10-15-
4 or was otherwise eligible. If you do not believe it is eligible, please explain to us
how that determination would impact your financial statements.
6.We note your response to prior comment 5. Please tell us the amount of fair value
related to expected subsequent purchases included in “Loans at fair value” as of
December 31, 2023 and September 30, 2024.
7.We note your response to prior comment 1 and that you include expected subsequent
merchant fees in your fair value measurement for receivables. Please tell us how you
considered whether your contractual right to future merchant fees from merchants is
eligible for the fair value option. Specifically tell us how you considered whether this
contractual right was a recognized  financial asset under ASC 825-10-15-4 or was
otherwise eligible. If you do not believe it is eligible, please explain to us how that
determination would impact your financial statements.

February 14, 2025
Page 3
8.We note your response to prior comment 1. Please tell us the amount of fair value
related to expected subsequent merchant fees included in “Loans at fair value” as of
December 31, 2023 and September 30, 2024.
Note 6. Fair Values of Assets and Liabilities, page F-16
9.We note your response to prior comment 6 and your response to comment 15 in your
response letter dated November 22, 2024. It is still unclear from your current
disclosure that appears to indicate that the entire change in fair value of your loans is
attributable to instrument-specific credit risk is appropriate, considering your
disclosure that non-instrument-specific credit risk factors impact your fair value
measurement. We also note that ASC 825-10-45-5 appears to provide an acceptable
method of measuring the estimated amount of gains or losses included in earnings
during the period attributable to changes in instrument-specific credit risk. Please
revise future filings to disclose the information in ASC 825-10-50-30.c and provide us
your proposed revised disclosure.
            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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February 6, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Schroeder and Michael Volley

			Re:

			Atlanticus Holdings Corporation

			Form 10-K for Fiscal Year Ended December 31, 2023

			Response Dated November 22, 2024

			File No. 001-40485

Dear Mr. Schroeder and Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated January 23, 2025 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2023

Business, page 1

			1.

			We note your response to prior comment 2 and your disclosure in the Private Label Credit section on page 29 in your September 30, 2024 Form 10-Q. Please address the following:

			• Tell us whether your fair value measurement of private label credit products uses the promotional and other below market terms offered to consumers by merchants.

			• Tell us whether your fair value measurement of private label credit products considers merchant fees that offset the below market terms and which is recognized in revenue at the purchase date. If so, please tell us why since it appears that a market participant would not receive these fees.

			United States Securities and Exchange Commission

			February 6, 2025

			Page 2

Company Response:

We estimate the fair value of receivables using a discounted cash flow model, which considers various factors such as expected yields on consumer receivables, the timing of expected payments, customer default rates, estimated costs to service the portfolio, and valuations of comparable portfolios. The result of this discounted cash flow is our estimate of what a market participant would pay to acquire the receivable. As discussed further in our response to Comment 3, because we consider ourselves the principal in separate agreements with our bank partners and retail partners, we recognize the merchant fee as income at the purchase date. The discounted cash flow analysis of receivables does not consider the impact of merchant fees, which are already recognized as of the fair value measurement date. This fee is paid to us by our retail partner on the same day we purchase the receivable from our bank partner. For subsequent purchases included in our fair value model, we include the merchant fee to the extent it impacts expected cash flows (as an inflow of cash). We believe (and have observed through our negotiations with both new and existing retail partners) that in a market transaction, participants assume a transaction flow with similar terms to our merchant fee. We believe that this approach is most consistent with the objectives of ASC 820 and is consistent with market valuation practices used by acquirers of similar receivable portfolios. The fair value model also considers other below market terms that may be inherent within a consumer receivable, such as below market billable yields on consumer receivables, which impact expectations of future cash receipts associated with the receivable.

			2.

			We note your response to prior comment 2 and your disclosure in the Private Label Credit and General Purpose Credit Cards sections on page 29 in your September 30, 2024 Form 10-Q which indicate that no gain or loss is recognized when you purchase a private label credit product. Please provide us an illustrative example with supporting commentary of the accounting entries related to the purchase of a typical private label receivable to allow us to better understand the fair value measurements, the items recognized on your balance sheet and the resulting impact on your income statement. Noting your statement that no gain or loss is recognized, please clarify whether the immediate gain recognized from merchant fees is offset by a loss from the fair value measurement of a receivable with below market terms. If the fair value measurement is negative at recognition, please revise your disclosure to more clearly explain this.

Company Response:

The terms of consumer financial products vary, and the fair value of a receivable is calculated at the offer level based on the expected performance of such receivable. Below is an illustrative example of the accounting entries for the acquisition of a private label credit receivable. For ease, we assume that a consumer has applied and been approved for financing through our bank partner for the purchase of a $100 good from Vendor A. Further, we assume that the discounted cash flow analysis results in a fair value of $87.50 at the end of the same period. The fair value is determined by considering yields based on the consumer’s loan agreement with our bank partner and the expected payment, chargeoff, purchase (including associated merchant fees) and servicing rates experienced with similar assets. These inputs will then produce an expected cash flow associated with the receivable that is discounted using a rate that best approximates the return requirements used by third-party market participants. We have separately presented the entries associated with merchant fees as those fees are part of a transaction between us and our Retail Partners, separate from the acquisition of the receivable from our bank partner.

			Dr. Loans at fair value

			$
			100.00

			Balance Sheet

			Cr. Accounts payable and accrued expenses

			$
			100.00

			Balance Sheet

			- To record the acquisition of receivable from Bank Partner

			Dr. Accounts payable and accrued expenses

			$
			100.00

			Balance Sheet

			Cr. Cash

			$
			100.00

			Balance Sheet

			- To record settlement of the receivable purchase

			Dr. Change in fair value of loans

			$
			12.50

			Income Statement

			Cr. Loans at fair value

			$
			12.50

			Balance Sheet

			- To record the impact of fair value from the discounted cash flow analysis

			Net Income Statement Impact of loan acquisition (Income Statement)

			$
			(12.50
			)

			Loans at fair value at end of period (Balance Sheet)

			$
			87.50

			United States Securities and Exchange Commission

			February 6, 2025

			Page 3

Separately, we charge our retail partners a fee to facilitate the above transaction. Merchant fees can vary based upon the value of the goods purchased from our retail partners, the consumer’s credit risk and the terms of our bank partner’s related product offering. In this example we will assume that the merchant fee is 12.5% of the principal amount of the receivable.

			Dr. Cash

			$
			12.50

			Balance Sheet

			Cr. Consumer loans including past due fees

			$
			12.50

			Income Statement

			-To record the billing and collection of the merchant fee

			Net Income Statement Impact of loan acquisition (Income Statement)

			$
			12.50

We note that while the acquisition of the receivable from our bank partner results in a loss, it is often offset by a corresponding recognition of merchant fee income from our retail partners. In future filings, we will revise our disclosure to include the following in Note 6, "Fair Values of Assets and Liabilities."

The fair value of loans acquired from our retail partners are typically lower than the aggregate unpaid gross balance of the underlying loans due to loan originations by our bank partners that contain below market interest rates or fees charged to consumers. Under agreements with our bank partners, we are required to purchase these receivables for amounts that may be in excess of fair value. In these instances, a fair value assessment that is less than the purchase price of the receivable can occur on the date we initially acquire the receivable, resulting in a loss on acquisition of the receivable. This negative fair value assessment is included in Changes in fair value of loans on our Condensed Consolidated Statements of Income.

In most cases where we acquire these below market receivables, we charge merchant fees to our retail partners to facilitate the transaction and ensure we earn adequate returns. These merchant fees are based on the value of the goods purchased from our retail partners, the consumer’s credit risk and the terms of our bank partner’s related product offering. These fees are recognized upon completion of our services, which coincides with the funding of the loan by our bank partners. These merchant fees often offset the negative impact of the initial acquisition of the underlying receivable. As such, it is not always necessary for us to collect the aggregate unpaid gross balance of the underlying receivable to achieve desired returns.

			3.

			We note your response to prior comment 2. Noting that you purchase the receivable from your bank partner and you analogize to ASC 310-20 and believe that merchant fees are loan origination fees, please tell us how you considered the guidance in ASC 310-20-25-22 and -23 which states that designation of a fee as an origination fee for a loan that is purchased is inappropriate because a purchased loan has already been originated by another party.

Company Response:

While we used the term “origination fee” as an analogy for our merchant fee, we respectfully acknowledge the staff correctly points out that we are not the originator of the loans. However, we still believe the economics of the agreement with the retail partner, including the merchant fees, have been appropriately accounted for within our financial statements.

			United States Securities and Exchange Commission

			February 6, 2025

			Page 4

We partner with various retailers across the U.S. and are principally engaged in assisting our retail partners drive sales more efficiently by facilitating transactions between our retail partners and its consumers by connecting our bank partners with the retail partners’ consumers. We enter into separate agreements with our bank partners and retail partners to facilitate these services. We are obligated to purchase any receivables generated because of these programs from our bank partners. We separately negotiate and charge our retail partners a non-refundable merchant fee to facilitate these transactions. The merchant fee is derived based on the value of the goods purchased from our retail partners and considers factors such as the consumer’s credit risk and the terms of our bank partner’s related product offering.

We independently negotiate each agreement with separate counterparties and consider ourselves the principal in each agreement with our bank partners and retail partners. As such, we view the economic substance of our relationship with our retail partners as a service contract, and therefore, we recognize the merchant fee as income upon completion of our services. We acknowledge others in the industry who apply ASC 606 in accounting for similar fee arrangements. By analogy, we believe we have a single performance obligation to facilitate the transaction between the retail partner and its consumer and the merchant fee is recognized into income when the retail partner successfully confirms the transaction, as no remaining obligations exist under the contract. Each subsequent transaction (if any) represents a separate service under the contract with the retail partner and is subject to the same recognition criteria.

In future filings we will revise our disclosures to remove the reference to “origination fees” when describing the accounting for our merchant fees and include discussion of our merchant fees within Revenue from Contracts with Customers in Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components”.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Changes in fair value of loans, page 25

			4.

			We note your response to prior comment 9 and revised disclosure in the “Changes in fair value of loans” section on page 29 of the September 30, 2024 Form 10-Q. Considering that “Changes in fair value of loans” typically includes two material items as disclosed in the fair value rollforward on page 14, please revise this disclosure in future filings to separately quantify and discuss each material component such as “Changes in fair value of loans at fair value, included in earnings” and “Change in fair value due to principal, finance, and fee charge-offs.”

Company Response:

The information provided in the rollforward in Note 6 “Fair Values of Assets and Liabilities” includes the impact of current period principal and finance chargeoffs that occurred during the period and that impact the balance sheet (and, by association, the consolidated statements of income). These chargeoffs are presented to provide additional information to the reader on the current period performance of the underlying receivables. These chargeoffs do not directly impact the calculation of fair value. The information provided on page 29 discusses the assumptions used in our fair value model that impact the ending value of the receivables based upon future expectations. We include a discussion on current period chargeoffs on page 35 under “Combined principal net charge-off ratio, annualized”.

			United States Securities and Exchange Commission

			February 6, 2025

			Page 5

In future filings, the Company will revise as follows to include this information below the table:

			Loans at Fair Value

			2024

			2023

			Balance at January 1,

			$
			2,173,759

			$
			1,817,976

			Changes in fair value of loans at fair value, included in earnings

			101,035

			39,877

			Changes in Loans at fair value due to current period principal charge-offs, net of recoveries (1)

			(463,076
			)

			(382,412
			)

			Changes in Loans at fair value due to current period finance and fee charge-offs (1)

			(187,120
			)

			(162,970
			)

			Total Changes in fair value of loans (2)

			(549,161
			)

			(505,505

			Purchases (3)

			1,969,259

			1,801,802

			Finance and fees, added to the account balance

			785,847

			701,784

			Settlements

			(1,868,085
			)

			(1,766,064

			Balance at September 30,(4)

			$
			2,511,619

			$
			2,049,993

			Aggregate unpaid gross balance of loans at fair value

			$
			2,654,112

			$
			2,315,206

			Change in unrealized losses for the period included in earnings (or changes in net assets) for assets held at the end of the period

			$
			101,035

			$
			39,877

			(1)

			Reflects the current period charge-offs (net of recoveries) of loans at fair value.

			(2)

			Total Changes in fair value of loans is included in our Condensed Consolidated Statements of Income.

			(3)

			Included in Purchases in the above table are merchant fees of $112,970 and $101,501 that were recognized in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2024 and 2023, respectively.

			(4)

			As of September 30, 2024 and September 30, 2023, the aggregate unpaid principal balance included within loans at fair value was $2,420 million and $2,096 million, respectively.

Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37

			5.

			We note your response to prior comment 11. Your responses indicate that you include expected subsequent purchases in your fair value measurements for r

January 23, 2025
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Response Dated November 22, 2024
File No. 001-40485
Dear William McCamey:
            We have reviewed your November 22, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
28, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Business, page 1
We note your response to prior comment 2 and your disclosure in the Private Label
Credit section on page 29 in your September 30, 2024 Form 10-Q. Please address the
following:
•Tell us whether your fair value measurement of private label credit products uses
the promotional and other below market terms offered to consumers by
merchants.
•Tell us whether your fair value measurement of private label credit products
considers merchant fees that offset the below market terms and which is
recognized in revenue at the purchase date. If so, please tell us why since it
appears that a market participant would not receive these fees.
 1.

January 23, 2025
Page 2

2.We note your response to prior comment 2 and your disclosure in the Private Label
Credit and General Purpose Credit Cards sections on page 29 in your September 30,
2024 Form 10-Q which indicate that no gain or loss is recognized when you purchase
a private label credit product. Please provide us an illustrative example with
supporting commentary of the accounting entries related to the purchase of a typical
private label receivable to allow us to better understand the fair value measurements,
the items recognized on your balance sheet and the resulting impact on your income
statement. Noting your statement that no gain or loss is recognized, please clarify
whether the immediate gain recognized from merchant fees is offset by a loss from the
fair value measurement of a receivable with below market terms. If the fair value
measurement is negative at recognition, please revise your disclosure to more clearly
explain this.

3.We note your response to prior comment 2. Noting that you purchase the receivable
from your bank partner and you analogize to ASC 310-20 and believe that merchant
fees are loan origination fees, please tell us how you considered the guidance in ASC
310-20-25-22 and -23 which states that designation of a fee as an origination fee for a
loan that is purchased is inappropriate because a purchased loan has already been
originated by another party.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Changes in fair value of loans, page 25
4.We note your response to prior comment 9 and revised disclosure in the “Changes in
fair value of loans” section on page 29 of the September 30, 2024 Form 10-Q.
Considering that “Changes in fair value of loans” typically includes two material
items as disclosed in the fair value rollforward on page 14, please revise this
disclosure in future filings to separately quantify and discuss each material
component such as “Changes in fair value of loans at fair value, included in earnings”
and “Change in fair value due to principal, finance, and fee charge-offs.”

Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
We note your response to prior comment 11. Your responses indicate that you include
expected subsequent purchases in your fair value measurements for receivables.
Please tell us the amount of fair value related to expected subsequent purchases
included in “Loans at fair value” as of December 31, 2023 and September 30, 2024.
Additionally, please tell us how you considered whether your contractual
obligation/right to purchase future receivables generated from the underlying account
meets the definition of a financial asset in the ASC 310.
 5.

January 23, 2025
Page 3

Note 6. Fair Values of Assets and Liabilities, page F-16
6.We note your response to prior comment 15. To comply with the disclosure
requirement in ASC 825-10-50-30.c, please tell us how you considered the guidance
in ASC 825-10-45-5 that indicates that an entity may consider the portion of the total
change in fair value that excludes the amount resulting from a change in a base market
risk, such as a risk-free rate or a benchmark interest rate, to be the result of a change
in instrument-specific credit risk.

            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

			Paul Davis Fancher

			paul.fancher@troutman.com

November 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Schroeder and Michael Volley

			Re:

			Atlanticus Holdings Corporation

			Form 10-K for Fiscal Year Ended December 31, 2023

			File No. 001-40485

Dear Mr. Schroeder and Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated October 28, 2024 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-K for the Fiscal Year ended December 31, 2023

Business, page 1

			1.

			Please refer to prior comment 1. Please revise your proposed disclosure in future filings to provide the information in a tabular format.

Company Response:

In future filings, we will provide the following disclosure, including the amounts of private label receivables purchased from our five largest retail partners in tabular format. The numbers included in our response to comment 1 in the letter dated October 4, 2024 were based on ending balances of receivables, instead of receivables purchased during the periods. The numbers in the table below are receivables purchased during the periods indicated.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 2

Our top five retail partnerships accounted for over 75% of our private label receivables outstanding as of September 30, 2024. The volume of receivables purchased each period varies based on a number of factors, including seasonal consumer purchase patterns, growth (or contraction) within retail locations and consumer application volumes that retail partners may direct to our bank partners versus competitors that offer similar financing products. During the three and nine months ended September 30, 2024 and 2023, we had receivable purchases from our top five retail partners of the following (in millions):

			Purchases for the

			Three Months Ended

			September 30,

			Purchases for the

			Nine Months Ended

			September 30,

			Largest Retail Partners

			2024

			2023

			2024

			2023

			1

			$
			279.0

			$
			93.2

			$
			493.6

			$
			236.6

			2

			$
			43.2

			$
			41.6

			$
			128.1

			$
			119.6

			3

			$
			20.7

			$
			28.8

			$
			64.2

			$
			93.0

			4

			$
			14.9

			$
			13.1

			$
			59.7

			$
			42.1

			5

			$
			11.5

			$
			11.6

			$
			31.2

			$
			37.0

			2.

			Please refer to prior comments 3 and 4. Based on the information in your response it appears that your bank partners acquire private label receivables net of merchant fees which result in your bank partners acquiring the receivables at a discount. It appears that you acquire the receivables from your bank partners at the net amount the bank partner paid which you indicate represents market terms and therefore no gain or loss is recognized at initial measurement. Please address the following:

			●

			Please tell us and revise future filings to clarify, if true, that you typically acquire private label receivables from your bank partners at a discount to the principal amount of the receivable which results in the receivable being acquired from your bank partners at market terms with no gain or loss recognized at acquisition.

			●

			We note your disclosure on page F-9 that “direct loan origination fees (such as annual and merchant fees) are taken into income when billed to the consumer or upon loan acquisition.” Please tell us and revise future filings, as needed, to ensure your disclosure clearly reflects the contractual terms of your purchase from your bank partners and your accounting under the fair value option. It appears that merchant and other fees are paid to your bank partners, and not to you, due to off-market terms on the underlying receivables and that you simply purchase the receivables from your bank partners at a discount to reflect an effective interest rate representing a market rate. Additionally, it is unclear why you disclose merchant fees are “taken into income” when billed since they do not appear to result in any income at acquisition. Further, it appears that you do not bill merchant fees since they appear to be between the merchant and your bank partner.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 3

Company Response:

As part of our ongoing technology and support services, we negotiate merchant fees directly with retail partners to supplement proposed yields on the receivables from the product offerings of our bank partners. Without these merchant fees, the receivables would not provide, in many cases, sufficient returns on our invested capital. These merchant fees vary by retail partner and are negotiated based upon a number of factors, including the incentive pricing offered to consumers by retail partners, such as deferred payment programs, low or no APR offers, etc. For administrative ease, we receive the benefit of this merchant fee by purchasing this receivable from the bank for the principal amount of the receivable reduced by the merchant fee (via a net remittance). This process obviates the need for a separate settlement with our retail partners. As this merchant fee is contractually between us and the retail partner and is directly associated with the acquisition of the underlying receivable from our bank partner, we analogize this fee as a loan origination fee under ASC 310 as these fees supplement proposed yields on the product offerings of our bank partners. Because we have elected to fair value loans receivable, ASC 310 directs us to follow the guidance of ASC 825-10-25-3, which provides that the fee should be recognized upon acquisition of the underlying receivable. We then assess the receivable for fair value, which includes an estimate of future finance and fee billings, purchases, chargeoffs and the timing of payments.

In future filings, we will revise our disclosure to include the following:

Within Note 1 “Description of our business”:

We are principally engaged as a program manager, providing a technology platform and corresponding services to lenders in the U.S. to allow those lenders to offer products to consumers. These lenders pay us a fee and, in most circumstances, the lenders are then obligated to sell us the receivables they generate from these products. We acquire these receivables for the principal amount of the loan. For certain of our receivables, we also receive merchant fees from our retail partners that are used to enhance our returns for those receivables.

			●

			Please tell us and revise future filings, as needed, to ensure your revenue recognition disclosure on page F-11 is consistent with the contractual terms of your transactions and your accounting under the fair value option, including whether items result in an immediate net gain or loss. For example, clearly distinguish and discuss the timing and impact of fees and costs that (1) do not result in an immediate net gain or loss since they are considered in the fair value of the receivable at acquisition (e.g., merchant fees) and (2) those fees (e.g., annual fees, late fees, etc.) and costs (e.g., fees paid to your merchant banks for regulatory oversight) that do result in an immediate net gain or loss. Additionally, if true, consider revising your disclosure to simply clarify here or in other disclosure that you recognize the effective interest rate on your receivables over time based on the discount paid to your bank partners which results in an increase to the fair value of receivables and that payments made by consumers results in a reduction to the fair value of receivables.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 4

Company Response:

Consumer loans, including past due fees, on our consolidated statements of income reflect interest income, including finance charges and late fees, in accordance with the terms of the related consumer loan agreements. These fees are recognized when assessed. Discounts received associated with auto loans that are not included as part of our Fair Value Receivables are deferred and amortized over the average life of the related loans using the effective interest method. Merchant fees paid or received associated with the acquisition of Fair Value Receivables are recognized upon receivable acquisition.

Fees (such as annual fees, cash advance fees and other fees) are assessed on private label and general purpose credit card accounts corresponding to our credit card receivables according to the terms of the related agreements, and we recognize these fees as income when they are billed to the customers’ accounts in accordance with fair value guidance under ASC 825-10-25-3, which provides that upfront costs and fees should be recognized as incurred and not deferred.

In future filings, we will revise our disclosure to include the following:

Within Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components”:

Revenue Recognition and Revenue from Contracts with Customers

Consumer Loans, Including Past Due Fees

Consumer loans, including past due fees reflect interest income, including finance charges, and late fees on loans in accordance with the terms of the related customer agreements. These fees are recognized when assessed based upon the contractual terms of the loans. Discounts received associated with auto loans that are not included as part of our Fair Value Receivables are deferred and amortized over the average life of the related loans using the effective interest method. Merchant fees paid or received associated with the acquisition of Fair Value Receivables are recognized upon receivable acquisition. Finance charges and fees, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 5

Fees and Related Income on Earning Assets

Fees and related income on earning assets primarily include fees associated with credit products such as annual fees, cash advance fees, and other fees. These fees are assessed based upon the contractual terms of the loans.

We recognize these fees as income when they are billed to the customers’ accounts. Fees and related income on earning assets, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans.

			3.

			Please refer to prior comment 3. We note your disclosure that appears to indicate that you compensate your bank partners with a fixed monthly fee and also a variable fee based on of the performance of the acquired receivables. Please tell us and revise future filings to clarify how you account for these fees including where you present the costs in your statements of income.

Company Response:

Atlanticus pays the bank partners for their servicing of the corresponding accounts as they remain owners of those accounts. This payment includes both a fixed and variable component where the variable component is based upon the performance of the underlying loans. These fees are paid on a monthly basis and are expensed as incurred within Card and loan servicing on the Consolidated Statements of Income.

In future filings, we will revise our disclosure to include the following in Note 1 “Description of our Business”:

We compensate our bank partners monthly for the services they provide associated with our acquired receivables, the underlying accounts of which they continue to own. This compensation is based on both a fixed and variable component dependent on the underlying performance of the acquired receivables. We recognize these costs as incurred within Card and loan servicing on the accompanying Consolidated Statements of Income. In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from third parties.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 6

			4.

			Please refer to prior comment 3. Noting your proposed disclosure in response to prior comment 9 and information in Exhibit 10.13 included in your December 31, 2023 Form 10-K that appears to indicate that you service the loans made by your bank partners, please tell us in detail and revise future filings as needed, to clarify your disclosure that your bank partners continue to own and service the underlying accounts. For example, clarify the difference between your servicing a receivable and the bank partner servicing the underlying account.

Company Response:

We service the accounts corresponding to the receivables we purchase by providing ongoing customer service activities in the form of processing payments, providing regular notices of statement activity, and resolving customer complaints, billing disputes, and fraud claims.

Our bank partners continue to own the underlying consumer accounts that they originate and provide regulatory oversight of our servicing of the accounts by reviewing and approving the development of consumer finance programs and all related marketing materials, establishing the policies and procedures that govern the operation of the consumer finance programs, reviewing and approving customer complaint correspondence, performing ongoing compliance monitoring and testing and audits of the consumer finance programs, and providing settlement services between us and our retail partners.

In future filings, we will revise our disclosure to include the following:

We service the underlying receivables by providing and/or managing the ongoing customer service activities in the form of processing payments, providing regular notices of statement activity, and resolving customer complaints, billing disputes, and fraud claims. Our bank partners continue to own the underlying consumer accounts that they originate and provide regulatory oversight in the form of reviewing and approving the development of consumer finance programs and all related marketing materials, establishing the policies and procedures that govern the operation of the consumer finance programs, reviewing and approving customer complaint correspondence, performing ongoing compliance monitoring and testing and audits of the consumer finance programs, and providing settlement services between us and our retail partners.

			United States Securities and Exchange Commission

			November 22, 2024

			Page 7

			5.

			We note your proposed disclosure in response to prior comment 4. Please tell us and revise your proposed disclosure to clarify the details of “up-front or third-party fees” associated with general purpose credit cards. For example, clarify which party is paying the fees, what they relate to and why they reduce the price you pay to your bank partner.

Company Response:

In future filings, the

October 28, 2024
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Response Dated October 4, 2024
File No. 001-40485
Dear William McCamey:
            We have reviewed your October 4, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 6, 2024 letter.
Form 10-K for the Fiscal Year ended December 31, 2023
Business, page 1
1.Please refer to prior comment 1. Please revise your proposed disclosure in future
filings to provide the information in a tabular format.
Please refer to prior comments 3 and 4. Based on the information in your response it
appears that your bank partners acquire private label receivables net of merchant fees
which result in your bank partners acquiring the receivables at a discount. It appears
that you acquire the receivables from your bank partners at the net amount the bank
partner paid which you indicate represents market terms and therefore no gain or loss
is recognized at initial measurement.  Please address the following:

Please tell us and revise future filings to clarify, if true, that you typically acquire
private label receivables from your bank partners at a discount to the principal •2.

October 28, 2024
Page 2
amount of the receivable which results in the receivable being acquired from your
bank partners at market terms with no gain or loss recognized at acquisition.

•We note your disclosure on page F-9 that “direct loan origination fees (such as
annual and merchant fees) are taken into income when billed to the consumer or
upon loan acquisition.” Please tell us and revise future filings, as needed, to
ensure your disclosure clearly reflects the contractual terms of your purchase from
your bank partners and your accounting under the fair value option. It appears that
merchant and other fees are paid to your bank partners, and not to you, due to off-
market terms on the underlying receivables and that you simply purchase the
receivables from your bank partners at a discount to reflect an effective interest
rate representing a market rate. Additionally, it is unclear why you disclose
merchant fees are “taken into income” when billed since they do not appear to
result in any income at acquisition. Further, it appears that you do not bill
merchant fees since they appear to be between the merchant and your bank
partner.

•Please tell us and revise future filings, as needed, to ensure your revenue
recognition disclosure on page F-11 is consistent with the contractual terms of
your transactions and your accounting under the fair value option, including
whether items result in an immediate net gain or loss. For example, clearly
distinguish and discuss the timing and impact of fees and costs that (1) do not
result in an immediate net gain or loss since they are considered in the fair value
of the receivable at acquisition (e.g., merchant fees) and (2) those fees (e.g.,
annual fees, late fees, etc.) and costs (e.g., fees paid to your merchant banks for
regulatory oversight) that do result in an immediate net gain or loss. Additionally,
if true, consider revising your disclosure to simply clarify here or in other
disclosure that you recognize the effective interest rate on your receivables over
time based on the discount paid to your bank partners which results in an increase
to the fair value of receivables and that payments made by consumers results in a
reduction to the fair value of receivables.
3.Please refer to prior comment 3. We note your disclosure that appears to indicate that
you compensate your bank partners with a fixed monthly fee and also a variable fee
based on of the performance of the acquired receivables. Please tell us and revise
future filings to clarify how you account for these fees including where you present
the costs in your statements of income.
4.Please refer to prior comment 3.  Noting your proposed disclosure in response to prior
comment 9 and information in Exhibit 10.13 included in your December 31, 2023
Form 10-K that appears to indicate that you service the loans made by your bank
partners, please tell us in detail and revise future filings as needed, to clarify your
disclosure that your bank partners continue to own and service the underlying
accounts. For example, clarify the difference between your servicing a receivable and
the bank partner servicing the underlying account.
We note your proposed disclosure in response to prior comment 4.  Please tell us and
revise your proposed disclosure to clarify the details of “up-front or third-party fees” 5.

October 28, 2024
Page 3
associated with general purpose credit cards. For example, clarify which party is
paying the fees, what they relate to and why they reduce the price you pay to your
bank partner.
Collection Strategy - CaaS Segment, page 3
6.Please refer to prior comment 7. Please tell us and revise your proposed disclosure to
quantify, if material, the amount of receivables at each period end presented that have
not satisfied the minimum payment due requirement but are part of a collection or
other program and therefore not classified as delinquent.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Changes in fair value of loans, page 25
7.Please refer to prior comment 9. Please tell us in detail and revise your proposed
disclosure related to the discount rate to clarify how your agreements with retail
partners limit your credit loss exposure.
8.Please refer to prior comment 9. Noting the materiality to your business of charge-
offs, please tell us and revise future filings to have a separately captioned paragraph
and quantify charge-offs recognized in each period and discuss the underlying reasons
for the amounts recognized and trends.
9.Please refer to prior comments 9 and 11. Noting the material impact on your net
income of “Changes in fair value of loans at fair value, included in earnings”
disclosed on page 13, please tell us and revise future filings to have a separately
captioned paragraph and quantify the amounts recognized each period, more
specifically identify the fair value measurement inputs that drove the increase or
decrease in fair value, quantify the impact of each change, and more specifically
discuss the underlying reason for the change in the input for each period presented.
Non-GAAP Financial Measures, page 26
10.We note your proposed disclosure in prior comment 13 and your response to prior
comment 14. Please consider revising your proposed disclosure to simply state, if
true, that managed receivables are based on fee billings which include the
undiscounted contractual amounts due on the underlying consumer receivable
including principal purchases, fees and finance charges less actual charge-offs.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
Please refer to prior comments 16 and 17. Your responses indicate that you include
expected subsequent purchases in your fair value measurements for receivables.
Please address the following:

•Tell us whether you consider expected subsequent purchases for both general
purpose credit cards and private label credit receivables.

 11.

October 28, 2024
Page 4
•Tell us the accounting guidance that supports this policy. Specifically tell us how
you considered the guidance in ASC 310-10-25-7 and ASC 350 and how you
considered whether the value related to expected subsequent purchases represents
an intangible asset.
Note 6. Fair Values of Assets and Liabilities, page F-16
12.Please refer to prior comment 23. If true, please revise your proposed disclosure to
clearly state that the amount of “changes in fair value of loans at fair value, included
in earnings” represents the unrealized gain that is attributable to those receivables held
at the end of the reporting period.  Otherwise, please tell us how you comply with the
requirements in ASC 820-10-50-2.d.
13.Please tell us and revise future filings to clarify where the accretion of the discount
related to merchant fees is presented in the rollforward of loans measured at fair value
on page F-17.
14.Please tell us and revise future filings here or in MD&A to disclose the aggregate
unrealized gain or loss related to loans measured at fair value at each period end
presented.
15.Please refer to prior comment 24. We note in response to prior comment 11 that you
consider recent securitizations of assets, your internal weighted average cost of
capital, and the internal rates of return requirements in determining your discount rate.
It appears the risks associated with the inputs to your discount rate as well as other
inputs that impact your fair value measurements (e.g., payment rate, servicing rate,
gross yield, etc.) are not related to instrument-specific credit risk but may be related to
general market conditions. Please tell us in additional detail why you believe the risks
associated with the discount rate, as well as the other inputs noted above, relate to
instrument-specific credit risk. Alternatively, please tell us and revise your proposed
disclosure to disclose the information required by ASC 825-10-50-30.c.
            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-
3437 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

	atlc20241004_corresp.htm

			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

Paul Davis Fancher

paul.fancher@troutman.com

October 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Schroeder and Michael Volley

			Re:

			Atlanticus Holdings Corporation

			Form 10-K for Fiscal Year Ended December 31, 2023

			Form 10-Q for Fiscal Quarter Ended June 30, 2024

			File No. 001-40485

Dear Mr. Schroeder and Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated September 6, 2024 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and the Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”).

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter. We have indicated new and revised disclosure in future SEC filings with underlining.

			United States Securities and Exchange Commission

			October 4, 2024

			Page 2

Form 10-K for Fiscal Year Ended December 31, 2023

Business, page 1

			1.

			Considering that your five largest retail partners accounted for over 70% of your outstanding private label credit receivables, for each material concentration related to merchants, please tell us and revise future filings to disclose the amount of private label receivables purchased from each merchant for each period presented.

Company Response:

Our bank partner originates receivables through various retail partners. Through agreements with our bank partner we, in turn, acquire a portion of these receivables for which we provide marketing and servicing functions. The volume of receivables purchased each period varies based on a number of factors including seasonal consumer purchase patterns and growth (or contraction) within merchant retail locations. Further impacting receivable purchase amounts each period are consumer application volumes that retail partners may direct to our bank partners versus competitors who offer similar financing products to those retail merchant partners. The volumes of consumer applications allocated to direct competitors are generally not shared with us by our retail partners. We believe that the disclosure of our purchase amounts associated with specific retail partners would put us at a competitive disadvantage allowing our competitors to discern relative volume allocations which could drive changes in their underwriting and pricing approach.

In future filings we will revise our disclosure to include the following:

“Our top five retail partnerships accounted for over 70% of the above-referenced Retail period-end managed receivables outstanding as of June 30, 2024. The volume of receivables purchased each period varies based on a number of factors including seasonal consumer purchase patterns and growth (or contraction) within merchant retail locations. Further impacting receivable purchase amounts in a period are consumer application volumes that retail partners may direct to our bank partners versus competitors who offer similar financing products to those retail merchant partners. During the three months ended June 30, 2024, we had purchases from our top five retail partners of $35.3 million, $56.2 million, $90.8 million, $122.5 million and $449.1 million. During the six months ended June 30, 2024, we had purchases from our top five retail partners of $77.7 million, $104.3 million, $189.2 million, $238.8 million and $792.7 million. During the three months ended June 30, 2023, we had purchases from our top five retail partners of $42.3 million, $48.1 million, $98.4 million, $116.3 million and $343.6 million. During the six months ended June 30, 2023, we had purchases from our top five retail partners of $59.2 million, $66.1 million, $222.1 million, $222.2 million and $655.7 million.”

			United States Securities and Exchange Commission

			October 4, 2024

			Page 3

			2.

			Please revise to disclose the brands your products are sold under (e.g., Aspire, Imagine, Fortiva, Curae, etc.) and describe the various markets that they serve.

Company Response:

In future filings we will revise our disclosure to include the following:

“Currently, within our Credit as a Service ("CaaS") segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing over $40 billion in consumer loans over more than 25 years of operating history, to support lenders in offering more inclusive financial services. These products include private label credit cards using the Fortiva and Curae brand names as well as merchant associated brands. Our general purpose credit cards use the Aspire, Imagine and Fortiva brand names. Private label credit products associated with the healthcare space are generally issued under the Curae brand while all other retail partnerships, including those in consumer electronics, furniture, elective medical procedures, and home-improvements use the Fortiva brand or use our retail partners’ brands.”

			3.

			Please tell us and revise future filings to provide additional information related to your arrangements with issuing bank partners, including but not limited to:

			●

			identifying your major bank partners;

			●

			clarifying if each bank partner sells both types of receivables to you;

			●

			clarifying if they pay anything to utilize the flexible technology solutions you provide to them;

			●

			clarifying the key terms of any contracts, including the length of term of each contract, whether they must exclusively sell receivables originated with your flexible technology solutions to you, and how the price paid for receivables is determined; and

			●

			clarifying the economics for the banks that utilize your technology and sell receivables to you (e.g., whether you pay them a fee, whether they retain a participation in the receivable, etc.).

Company Response:

We will include additional information with respect to the activities and general economics of our bank partners as indicated below. With respect to specific economics underlying our bank partner agreements, we do not disclose certain information as this disclosure would cause competitive harm to the Company if publicly disclosed. We filed both the Amended and Restated Program Management Agreement and Amended and Restated Receivable Sales Agreement (and related amendments) with the Bank of Missouri as exhibits 10.1 – 10.2(a) to our Form 10-Q filed on August 14, 2020. The agreements with WebBank are currently not considered material to the Company as our relationship with WebBank is new and only accounted for 5.2% of receivables purchased in the six months ended June 30, 2024.

			United States Securities and Exchange Commission

			October 4, 2024

			Page 4

In future filings we will revise our disclosure to include the following:

“Both private label and general purpose card products are originated by The Bank of Missouri and general purpose card products are also originated by WebBank (collectively, our “bank partners”). Our bank partners originate these accounts through multiple channels, including retail and healthcare point-of-sale locations, direct mail solicitation, digital marketing and partnerships with third parties. The services of our bank partners are often extended to consumers who may not have access to financing options with larger financial institutions. Our flexible technology solutions allow our bank partners to integrate our paperless process and instant decisioning platform with the existing infrastructure of participating retailers, healthcare providers and other service providers. Using our technology and proprietary predictive analytics, lenders can make instant credit decisions utilizing hundreds of inputs from multiple sources and thereby offer credit to consumers overlooked by many providers of financing who focus exclusively on consumers with higher FICO scores. Atlanticus’ underwriting process is enhanced by machine learning, enabling lenders to make fast, sound decisions when it matters most.

We are principally engaged in providing these products and services to lenders in the U.S. for which these lenders pay us a fee and in most circumstances, the lenders are then obligated to sell us the receivables they generate from these products and services. We acquire these receivables for the principal amount of the loan less any up-front fees and any third party or merchant fees associated with the receivables. We compensate our bank partners monthly for the regulatory oversight they provide associated with our acquired receivables, the underlying accounts of which they continue to own and service, and also based on variable levels of the underlying performance of the acquired receivables. From time to time, we also purchase receivables portfolios from third parties. In this Report, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from third parties.”

			United States Securities and Exchange Commission

			October 4, 2024

			Page 5

			4.

			Please tell us and revise future filings to provide additional information, in separately captioned sections, related to your purchases of private label credit receivables and credit card receivables. For private label credit receivables:

			●

			Clarify the economics and related financial reporting of a typical transaction. For example, for a $1,000 purchase by a customer at a merchant, clarify the typical amount the bank pays to the merchant (e.g., significant discount, slight discount, face value, etc.), and clarify the typical amount you pay to the bank.

			●

			Clarify how your typical purchase price relates to the fair value recognized on day one and the face amount of the contractual amount due from the customer. Clearly, indicate whether you typically recognize a “day one gain” based on the fair value being greater than your purchase price.

			●

			Describe what merchant fees are, any other typical material fees, and how they impact the economics and financial reporting of the transaction.

			●

			Describe the level of fees recognized on day one as compared to the total contractual amount due and also compared to typical finance charges expected to be collected over the term of the agreement.

			●

			Describe the contractual term of a typical transaction.

For credit card receivables:

			●

			Describe the typical amount of annual and/or monthly fees and any other material fees.

			●

			Clarify the economics and financial reporting of a typical transaction. For example, clarify if annual fees and monthly fees are recognized on day one, potentially prior to any purchases on the card, clarify if your purchase price is less than, equal to, or greater than the gross amount of the customer purchase.

			●

			Describe whether you typically recognize a day one gain based on the fair value being greater than your purchase price.

Company Response:

There is significant variability in the products and services offered by our bank partners. As a result, we believe that providing a single example could be misleading. In order to provide more information about our products and services, in future filings we will add the following:

“The recurring cash flows we receive within our CaaS segment principally include those associated with private label credit and general purpose credit card receivables, and servicing compensation.

			United States Securities and Exchange Commission

			October 4, 2024

			Page 6

Private label credit

Our bank partner works with both us and with their retail partners to provide financing options to retail consumers. These financing options vary by retail partner and consists of a range in APRs of 0% - 36% and a range in merchant fees of 0% - 65%. Merchant fees, which vary by retail partner, offset the purchase price our bank partner remits to the retail partner on a consumer transaction. These merchant fees are used to enhance the return on products when contractual APRs or other terms are insufficient due to promotional or other below market pricing retail merchants may offer to consumers (such as 0% APR offers). Financing arrangements may include fees to enhance yields on a product including annual and/or monthly maintenance fees. Additionally, terms of these products offered to consumers may include deferred interest options whereby consumers pay no interest on their purchases over periods ranging from 6-12 months. Terms of these products can range from 12 months to 84 months based on the retail merchant partner. Each offer is customized for retail clients based on the expected performance of the underlying receivables, receivable purchase volumes and overall return requirements. Our flexible technology allows retail partners to present financing offers to their customers through a variety of delivery options including retail point of sale locations, online transactions, or through in home sales. These financing arrangements are based on underwriting standards tailored to each retail partner and are the result of a close collaboration between our bank partners and us to ensure all products are compliant with regulatory requirements and to ensure they provide attractive terms to consumers. When a consumer accepts the terms of a financing arrangement for the purchase of a good or service and completes the underlying transaction, our bank partner forwards the net purchase price (net of merchant or other fees) to the retail partner. Our bank partner is then obligated to sell, and we are obligated to purchase, the receivable (along with rights to all future finance and fee billings associated with the receivable) from our bank partner under similar terms, which best reflects the receivables fair value at the time of acquisition with no gain or loss recognized.

General Purpose Credit Cards

We work closely with our bank partners to assist them in creating general purpose credit card offers. These offers have varying lines of credit ranging from $350 to $3,000, annual percentage rates (“APRs”) ranging from 19.99% to 36%, annual fees ranging from $0 to $175 and monthly maintenance fees ranging from $0 to $15. Our agreements with our bank partners obligate them to sell and for us to acquire the receivables associated with underlying purchases and subsequent fee and finance billings. We acquire these receivables for the principal amount of any related purchase less any up-front or third-party fees associated with the receivables which best reflects the receivables fair value at the time of acquisition with no gain or loss recognized.

As discussed above, our bank partner continues to provide ongoing account management and oversight for these receivables, for which we compensate the bank partner monthly.

			United States Securities and Exchange Commission

			October 4, 2024

			Page 7

For both our Private label credit and General purpose credit card purchases from our bank partners, the initial acquisition of receivables is at fair value, with no gain recognized. All finance charges, fees and merchant fees are recognized into earnings through our Consumer loans, including past due fees (i

September 6, 2024
William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended June 30, 2024
File No. 001-40485
Dear William McCamey:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Business, page 1
1.Considering that your five largest retail partners accounted for over 70% of your
outstanding private label credit receivables, for each material concentration related to
merchants, please tell us and revise future filings to disclose the amount of private label
receivables purchased from each merchant for each period presented.
2.Please revise to disclose the brands your products are sold under (e.g., Aspire, Imagine,
Fortiva, Curae, etc.) and describe the various markets that they serve.
Please tell us and revise future filings to provide additional information related to your
arrangements with issuing bank partners, including but not limited to:

•identifying your major bank partners;
•clarifying if each bank partner sells both types of receivables to you;
clarifying if they pay anything to utilize the flexible technology solutions you provide •3.

September 6, 2024
Page 2
to them;
•clarifying the key terms of any contracts, including the length of term of each
contract, whether they must exclusively sell receivables originated with your flexible
technology solutions to you, and how the price paid for receivables is determined; and
•clarifying the economics for the banks that utilize your technology and sell
receivables to you (e.g., whether you pay them a fee, whether they retain a
participation in the receivable, etc.).
4.Please tell us and revise future filings to provide additional information, in separately
captioned sections, related to your purchases of private label credit receivables and credit
card receivables.  For private label credit receivables:

•Clarify the economics and related financial reporting of a typical transaction.  For
example, for a $1,000 purchase by a customer at a merchant, clarify the typical
amount the bank pays to the merchant (e.g., significant discount, slight discount, face
value, etc.), and clarify the typical amount you pay to the bank.
•Clarify how your typical purchase price relates to the fair value recognized on day
one and the face amount of the contractual amount due from the customer.  Clearly,
indicate whether you typically recognize a “day one gain” based on the fair value
being greater than your purchase price.
•Describe what merchant fees are, any other typical material fees, and how they impact
the economics and financial reporting of the transaction.
•Describe the level of fees recognized on day one as compared to the total contractual
amount due and also compared to typical finance charges expected to be collected
over the term of the agreement.
•Describe the contractual term of a typical transaction.

For credit card receivables:

•Describe the typical amount of annual and/or monthly fees and any other material
fees.
•Clarify the economics and financial reporting of a typical transaction.  For example,
clarify if annual fees and monthly fees are recognized on day one, potentially prior to
any purchases on the card, clarify if your purchase price is less than, equal to, or
greater than the gross amount of the customer purchase.
•Describe whether you typically recognize a day one gain based on the fair value being
greater than your purchase price.
5.Please tell us and revise future filings to disclose any material impact to your business
related to the regulatory guidance issued that affects your issuing bank partners discussed
on page 9.
Collection Strategy - CaaS Segment, page 3
We note your disclosure that you “re-age” customer accounts and that this may affect
delinquencies and charge-offs, potentially delaying or reducing such delinquencies and 6.

September 6, 2024
Page 3
charge-offs and that this impact generally changes such delinquencies and charge offs by
less than 10% and 5%, respectively. To the extent the impact is material for any period
presented, please revise future filings to disclose the amount of receivables re-aged at
each period end and quantify the estimated impact to delinquent loans and charge-offs.
Please provide us your proposed disclosure, if applicable.
7.We note you disclose that, “various factors are relevant in analyzing whether an account
is contractually past due.” Please tell us and revise future filings to clarify what factors are
analyzed and clarify why there appears to be judgement involved in determining if the
cardholder has not made the required payment as of the payment due date.
Internet consumers have unique risk profiles and we may not be able to evaluate their
creditworthiness, page 6
8.If material, please revise MD&A to quantify the amounts of receivables acquired over the
Internet for each period presented and discuss any trends.
Management's Discussion and Analysis of Financial Condition and Results of Operations -
Changes in fair value of loans, page 25
9.Please revise future filings to disclose the material components, as disclosed on page F-
17, presented in “Changes in fair value of loans at fair value” for each period presented
and discuss any trends.
10.We note your disclosure that you adopted “tightened underwriting standards” during the
second quarter of 2022. Please tell us and revise future filings to explain any material
changes to underwriting standards during any period presented, why you made them and
the impact to financial and operating trends.
11.We note from page 11 of your March 31, 2022 Form 10-Q and page 17 of your June 30,
2022 Form 10-Q that the weighted average discount rate used in your discounted cash
flow valuation model for Level 3 loans accounted for at fair value decreased from 12.7%
in the first quarter of 2022 to 10.1% in the second quarter of 2022. We also note your
disclosure on page 25 that the reduction reflected the asset level returns you believe would
be required by market participants based on an asset backed securitization agreement
entered into during that period. Please revise future filings to more comprehensively
discuss the changes in the fair value of loans, the key drivers of the changes, and the
underlying reasons for changes in inputs or other factors that drove the changes.
Additionally, specifically discuss changes in your discount rates in each period presented
and the impact on financial results, if material.
Specific to the change in the weighted average discount rate in the second quarter of 2022,
please tell us in detail and revise future filings as needed related to the following:

•explain why the asset backed securitization agreement was appropriate to use as a
basis for your discount rate,
•explain if you previously used and have continued to use your securitizations as a
basis for your discount rate,
explain how you considered any terms in the securitization, that are not present in the
receivables, which impacted the interest rates on the debt (e.g., credit enhancements, •12.

September 6, 2024
Page 4
guarantees, etc.), and
•explain any other factors that you considered in determining to change the discount
rate at June 30, 2022.
Non-GAAP Financial Measures, page 26
13.We note you have used multiple descriptions for the same line item in the table on page
26 including, “Loans, interest, and fee receivable, at face value,” “Loans at amortized
cost,” and “Total Managed Receivables” in your September 30, 2023 Form 10-Q,
December 31, 2023 Form 10-K, and June 30, 2024 Form 10-Q, respectively. Please tell us
and revise future filings to ensure your description is appropriate and consistent, and
revise to more clearly identify the components and measurement of the components
included in this line item. Please also clearly describe what is included in “billings.”
14.Please tell us and revise future filings to explain why the fair value of your loans is lower
than the amount described as managed receivables.
15.Please tell us why you label the columns as “Fair Value Receivables” in the tables on
page 28 since these appear to be on a managed basis which appear to be on a non-fair
value basis. Alternatively, revise future filings as needed.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37
16.Please tell us and revise future filings to disclose how you determine each pool of
receivables used in your fair value measurement.
17.Please tell us and revise future filings to clarify how you consider “purchase rates by
consumers” in your fair value measurement. Clarify if you purchase the credit card
accounts, including future purchases, or simply the amount due at the purchase date.
18.Please tell us in detail and revise future filings to provide additional detail regarding how
you determine the required returns by a purchaser of the expected cash flows which is the
basis for your discount rate. Clearly explain if you have changed your methodology or
process to estimate the discount rate(s) during 2022, 2023 or 2024 and explain the basis
for the change.
Interest Rate Sensitivity and Market Risk - Credit Risk , page 38
19.Please tell us and revise future filings to clarify why your credit risk for receivables that
serve as collateral on debt is limited to repurchase obligations due to fraud or origination
defects considering your disclosure on page F-20 that in certain circumstances you
guarantee the performance of the underlying debt or agree to contribute additional
collateral when necessary which results in retention of exposure to loss that has the
potential to be significant.
Interest Rate Sensitivity and Market Risk - Payment Risk, page 38
20.Please tell us and revise future filings to clarify how payment risk is different than credit
risk.  Please tell us how you determined that both assumptions are appropriate to use to
estimate the expected cash flows in the fair value measurement of your receivables.

September 6, 2024
Page 5
Financial Statements
Consolidated Statements of Cash Flows, page F-7
21.Please tell us why you refer to the “accretion of merchant fees” in your Operating
activities section since you disclose elsewhere that merchant fees are no longer deferred
but are recognized in income at the purchase date.
Revenue Recognition and Revenue from Contracts with Customers, page F-11
22.Please tell us and revise future filings to more clearly disclose what fees and other items
are included in “Consumer Loans, Including Past Due Fees” as compared to “Fees and
Related Income on Earning Assets.” For example, we note annual fees are disclosed
within both descriptions.
Note 6. Fair Values of Assets and Liabilities, page F-16
23.Please tell us and revise to disclose the amount of the total gains or losses for each period
presented that is attributable to the change in unrealized gains or losses relating to those
assets held at the end of the reporting period, and the line item(s) in the statements of
comprehensive income in which those unrealized gains or losses are recognized. Refer to
ASC 820-10-50-2(d) and ASC 820-10-55-101 for guidance.
24.We note your disclosure that, “For our loans, interest and fees receivable … we assess the
fair value of these assets based on our estimate of future cash flows net of servicing costs,
and to the extent that such cash flow estimates change from period to period, any such
changes are considered to be attributable to changes in instrument-specific credit risk .”
Please tell us why it appears that you attribute all fair value changes to instrument-specific
credit risk since we note your disclosure on page F-17 of other inputs that impact your fair
value measurements. Alternatively, please revise future filings to disclose the information
required by ASC 825-10-50-30.c. Please provide us your proposed revised disclosure, if
applicable.
25.Please tell us why you net finance charge charge-offs in your disclosure related to the
gross yield unobservable input and how this is consistent with the guidance in ASC 820-
10-50-2.bbb. Alternatively, please revise future filings to disclose the expected finance
charge credit loss rate separately.
Note 8. Variable Interest Entities, page F-20
26.Please tell us in detail and revise future filings to more clearly disclose what exposure to
loss you have that has the potential to be significant in circumstances where you do not
guarantee the performance of the underlying debt or agree to contribute additional
collateral when necessary.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
22
27.Please revise future filings to discuss material changes in results of operations with
respect to the most recent quarter for which the statement of statement of income is
provided. Refer to Item 303(c)(2)(ii) of Regulation S-K for guidance.

September 6, 2024
Page 6
28.We note your disclosure that your bank partners have taken a number of steps, from
modifying products and policies to changing prices in response to recent rules enacted by
the CFPB. Please tell us and revise future filings to clarify the amount of coordination you
have with your bank partners and/or control you have over the underwriting standards
used by the bank related to receivables originated with the flexible technology solutions
you provide to them and purchased by you.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-3437
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

	atlc20240517_corresp.htm

May 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Madeleine Joy Mateo

			Re:

			Atlanticus Holdings Corporation

			Registration Statement on Form S-3

			File No. 333-279345

Acceleration Request

Requested Date:         Tuesday, May 21, 2024

Requested Time:         4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atlanticus Holdings Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-279345) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Paul Davis Fancher at (404) 885-3310.

			Sincerely,

			Atlanticus Holdings Corporation

			/s/ William R. McCamey

			William R. McCamey

			Chief Financial Officer

			cc:

			Paul Davis Fancher,

			Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
May 17, 2024
Jeffrey A. Howard
Chief Executive Officer
Atlanticus Holdings Corporation
Five Concourse Parkway
Suite 300
Atlanta, Georgia 30328
Re:Atlanticus Holdings Corporation
Registration Statement on Form S-3
Filed May 10, 2024
File No. 333-279345
Dear Jeffrey A. Howard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Paul Davis Fancher, Esq.

CORRESP
1
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	atlc20210510_corresp.htm

May 11, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Eric Envall

Re:         Atlanticus Holdings Corporation

Registration Statement on Form S-3

File No. 333-255834

Acceleration Request

Requested Date:         Thursday, May 13, 2021

Requested Time:         4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atlanticus Holdings Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-255834) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Paul Davis Fancher at (404) 885-3310.

Sincerely,

Atlanticus Holdings Corporation

/s/ William R. McCamey

William R. McCamey

Chief Financial Officer

			cc:

			Paul Davis Fancher,

			Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
May 10, 2021
William R. McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway
Suite 300
Atlanta, GA 30328
Re:Atlanticus Holdings Corporation
Registration Statement on Form S-3
Filed May 6, 2021
File No. 333-255834
Dear Mr. McCamey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 19, 2021
William R. McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway,
Suite 300
Atlanta, Georgia 30328
Re:Atlanticus Holdings Corporation
Form 10-Q for the Quarterly Period ended September 30, 2020
Filed on November 13, 2020
File No. 000-53717
Dear Mr. McCamey:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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	atlc20210316_corresp.htm

			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

			Paul Davis Fancher

			paul.fancher@troutman.com

March 16, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  William Schroeder

			Re:

			Atlanticus Holdings Corporation

			Form 10-Q for the Quarterly Period ended September 30, 2020

			Filed on November 13, 2020

			File No. 000-53717

Dear Mr. Schroeder:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission set forth in your letter dated March 10, 2021 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-Q for the quarterly period ended September 30, 2020.

We are authorized by the Company to provide the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-Q for the Quarterly Period ended September 30, 2020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Definitions of Financial Operating and Statistical Measures, page 39

1.         We note from your response to comment 1 and your disclosure on page 30 that you elected the fair value option to account for certain loans receivable associated with your point-of-sale and direct-to-consumer platform that are acquired on or after January 1, 2020. We also note you make material adjustments to eliminate the impact of fair value option accounting in your calculation of total yield and managed receivables which are used in your calculation of the total yield ratio, combined gross charge-off ratio, percent of loans 30 or more days past due, percent of loans 60 or more days past due, and percent of loans 90 or more days past due. Therefore, we consider these to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as they are not required by GAAP or Commission Rules. Please revise future filings to comply with all of the requirements of Item 10(e) of Regulation S-K, including clearly labeling the total yield, managed receivables, total yield ratio, combined gross charge-off ratio, percent of loans 30 or more days past due, percent of loans 60 or more days past due, and percent of loans 90 or more days past due as a non-GAAP measures, reconciling each of the components of these non-GAAP measures to the most directly comparable GAAP measure, and disclosing how you use these non-GAAP measures internally, and why such information is useful. Please provide us with your proposed revised disclosures in your response based on the most recent period presented.

Company Response:

The Company’s proposed revised disclosures are set forth on Annex A attached hereto.

2.         We note your disclosure of the percent of loans 30 or more days past due, percent of loans 60 or more days past due, and percent of loans 90 or more days past due. In light of the fact that these percentages are based on loans accounted for at amortized cost, as well as loans for which you have elected the fair value option, please revise future filings to show the components of this ratio, separately breaking out the numerator of each ratio between loans at amortized cost, and loans for which the fair value option was elected.

Company Response:

The Company’s proposed revised disclosures are set forth on Annex A attached hereto.

			United States Securities and Exchange Commission

			March 16, 2021

			Page 2

3.         Please revise future filings to change the name of the “combined gross charge-off ratio” to combined net charge-off ratio to more accurately describe its content.

Company Response:

The Company’s proposed revised disclosures are set forth on Annex A attached hereto.

4.         Please revise future filings to indicate that the total yield ratio and combined net charge-off ratio are presented on an annualized basis, as applicable.

Company Response:

The Company’s proposed revised disclosures are set forth on Annex A attached hereto.

* * * * *

The Company appreciates the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call me at (404) 885-3310.

Sincerely,

/s/ Paul Davis Fancher

Paul Davis Fancher

			cc:
			William R. McCamey (Atlanticus Holdings Corporation)

			Mitchell C. Saunders (Atlanticus Holdings Corporation)

Annex A

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with GAAP, we present managed receivables, total managed yield, total managed yield ratio, combined net charge-off ratio, percent of managed receivables 30 or more days past due, percent of managed receivables 60 or more days past due and percent of managed receivables 90 or more days past due, all of which are non-GAAP financial measures.  These non-GAAP financial measures aid in the evaluation of the performance of our credit portfolios, including our risk management, servicing and collection activities and our valuation of purchased receivables.  The credit performance of our managed receivables provides information concerning the quality of loan originations and the related credit risks inherent with the portfolios.  Management relies heavily upon financial data and results prepared on the “managed basis” in order to manage our business, make planning decisions, evaluate our performance and allocate resources.

These non-GAAP financial measures are presented for supplemental informational purposes only. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, GAAP financial measures. These non-GAAP financial measures may differ from the non-GAAP financial measures used by other companies. A reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure is provided below for each of the fiscal periods indicated.

These non-GAAP financial measures include only the performance of those receivables underlying consolidated subsidiaries (for receivables carried at amortized cost basis and fair value) and exclude the performance of receivables held by our equity method investee. As the receivables underlying our equity method investee reflect a small and diminishing portion of our overall receivables base, we do not believe their inclusion or exclusion in the overall results is material. Additionally, we calculate average managed receivables based on the quarter-end balances.

The comparison of non-GAAP managed receivables to our GAAP financial statements requires an understanding that managed receivables reflect the face value of loans, interest and fees receivable without any consideration for potential loan losses or other adjustments to reflect fair value.

Below are (i) the reconciliation of Loans, interest and fees receivable, at fair value to Loans, interest and fees receivable, gross, underlying Loans, interest and fees receivable, at fair value and (ii) the calculation of managed receivables:

			At or for the Three Months Ended

			2020

			(in thousands)

			Sept. 30 (1)

			Loans, interest and fees receivable, at fair value

			$
			310,784

			Fair value mark against receivable (2)

			71,796

			Loans, interest and fees receivable, gross underlying Loans, interest and fees receivable at fair value

			$
			382,580

(1) As discussed in more detail above in "—Overview," we elected the fair value option to account for certain loans receivable associated with our point-of-sale and direct-to-consumer platform that are acquired on or after January 1, 2020.

(2) The fair value mark against receivables reflects the difference between the face value of a receivable and the net present value of the expected cash flows associated with that receivable. See Note 6, “Fair Value of Assets and Liabilities” to our consolidated financial statements included herein for further discussion on assumptions underlying this calculation.

			At or for the Three Months Ended

			2020

			(in millions)

			Sept. 30

			Loans, interest and fees receivable, gross

			$
			604.8

			Loans, interest and fees receivable, gross from fair value reconciliation above

			382.6

			Total managed receivables

			$
			987.4

As discussed above, our managed receivables data differ in certain aspects from our GAAP data in certain areas.  First, managed receivables data are based on billings and actual charge offs as they occur without regard to any changes in our allowance for uncollectible loans, interest and fees receivable.  Second, for managed receivables data, we amortize certain fees (such as annual and merchant fees) associated with our Fair Value Receivables over the expected life of the corresponding receivable and recognize certain costs, such as claims made under credit deferral programs, when paid.  Under fair value accounting, these fees are recognized when billed or upon receivable acquisition.  Third, managed receivables data excludes the impacts of equity in income of equity method investees.  A reconciliation of our operating revenues to comparable amounts used in our calculation of Total managed yield ratios are as follows (in millions):

			At or for the Three Months Ended

			2020

			Sept. 30

			Consumer loans, including past due fees

			$
			95.6

			Fees and related income on earning assets

			35.5

			Other revenue

			4.5

			Adjustments due to acceleration of merchant fee discount amortization under fair value accounting

			(19.2

			)

			Adjustments due to acceleration of annual fees recognition under fair value accounting

			(7.8

			)

			Removal of expense accruals under GAAP

			(0.7

			)

			Total managed yield

			$
			107.9

The calculation of Combined net charge offs used in our Combined net charge-off ratio is as follows (in millions):

			At or for the Three Months Ended

			2020

			Sept. 30

			Net losses on impairment of loans, interest and fees receivable recorded at fair value

			$
			3.3

			Gross charge offs on non fair value accounts

			54.3

			Recoveries on non fair value accounts Credit Card

			(5.4

			)

			Combined net charge-offs

			$
			52.2

Our delinquency and charge-off data at any point in time reflect the credit performance of our managed receivables. The average age of the accounts underlying our receivables, the timing of portfolio purchases, the success of our collection and recovery efforts and general economic conditions all affect our delinquency and charge-off rates. The average age of the accounts underlying our receivables portfolio also affects the stability of our delinquency and loss rates. We consider this delinquency and charge-off data in our allowance for uncollectible loans, interest and fees receivable for our other credit product receivables that we report at net realizable value. Our strategy for managing delinquency and receivables losses consists of account management throughout the life of the receivable. This strategy includes credit line management and pricing based on the risks. See also our discussion of collection strategies under the “How Do We Collect?” in Item 1, “Business”.

The following table presents the delinquency trends of the receivables we manage within our Credit and Other Investments segment, as well as charge-off data and other non-GAAP managed receivables statistics (in thousands; percentages of total):

			At or for the Three Months Ended - 2020

			Sept. 30

			Fair Value Receivables

			Amortized Cost Receivables

			Total

			% of Period-end managed receivables

			Period-end managed receivables

			$
			382,580

			$
			604,805

			$
			987,385

			30 or more days past due

			$
			20,238

			$
			55,393

			$
			75,631

			7.7

			%

			60 or more days past due

			$
			12,844

			$
			42,096

			$
			54,940

			5.6

			%

			90 or more days past due

			$
			8,355

			$
			30,718

			$
			39,073

			4.0

			%

			Averaged managed receivables

			$
			943,791

			Total managed yield ratio, annualized (1)

			45.7

			%

			Combined net charge-off ratio, annualized (2)

			22.1

			%

(1) The total managed yield ratio, annualized is calculated using the annualized Total managed yield as the numerator and Period-end average managed receivables as the denominator.

(2) The Combined net charge-off ratio, annualized is calculated using the annualized Combined net chargeoffs as the numerator and Period-end average managed receivables as the denominator.

The following table presents additional trends and data with respect to our point-of-sale (“Retail”) and direct-to-consumer (“Direct”) receivables (dollars in thousands). Results of our legacy credit card receivables portfolios are excluded:

			Retail - At or for the Three Months Ended - 2020

			Sept. 30

			Fair Value Receivables

			Amortized Cost Receivables

			Total

			% of Period-end managed receivables

			Period-end managed receivables

			$
			260,338

			$
			233,605

			$
			493,943

			30 or more days past due

			$
			12,339

			$
			18,282

			$
			30,621

			6.2
			%

			60 or more days past due

			$
			7,299

			$
			13,312

			$
			20,611

			4.2
			%

			90 or more days past due

			$
			4,517

			$
			9,478

			$
			13,995

			2.8
			%

			Average APR

			19.0
			%

			Receivables purchased during period

			$
			170,232

			Direct - At or for the Three Months Ended - 2020

			Sept. 30

			Fair Value Receivables

			Amortized Cost Receivables

			Total

			% of Period-end managed receivables

			Period-end managed receivables

			$
			117,379

			$
			371,199

			$
			488,578

			30 or more days past due

			$
			7,730

			$
			37,111

			$
			44,841

			9.2
			%

			60 or more days past due

			$
			5,429

			$
			28,785

			$
			34,214

			7.0
			%

			90 or more days past due

			$
			3,756

			$
			21,241

			$
			24,997

			5.1
			%

			Average APR

			26.1
			%

			Receivables purchased during period

			$
			174,768

United States securities and exchange commission logo
March 10, 2021
William R. McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway,
Suite 300
Atlanta, Georgia 30328
Re:Atlanticus Holdings Corporation
Form 10-Q for the Quarterly Period ended September 30, 2020
Filed on November 13, 2020
File No. 000-53717
Dear Mr. McCamey:
            We have reviewed your January 15, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 17, 2020 letter.
Form 10-Q for the Quarterly Period ended September 30, 2020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Definitions of Financial Operating and Statistical Measures, page 39
1.We note from your response to comment 1 and your disclosure on page 30 that you
elected the fair value option to account for certain loans receivable associated with your
point-of-sale and direct-to-consumer platform that are acquired on or after January 1,
2020. We also note you make material adjustments to eliminate the impact of fair value
option accounting in your calculation of total yield and managed receivables which are
used in your calculation of the total yield ratio, combined gross charge-off ratio, percent
of loans 30 or more days past due, percent of loans 60 or more days past due, and percent

 FirstName LastNameWilliam R.  McCamey
 Comapany NameAtlanticus Holdings Corporation
 March 10, 2021 Page 2
 FirstName LastName
William R.  McCamey
Atlanticus Holdings Corporation
March 10, 2021
Page 2
of loans 90 or more days past due.  Therefore, we consider these to be non-GAAP
measures as defined by Regulation G and Item 10(e) of Regulation S-K as they are not
required by GAAP or Commission Rules.  Please revise future filings to comply with all
of the requirements of Item 10(e) of Regulation S-K, including clearly labeling the total
yield, managed receivables, total yield ratio, combined gross charge-off ratio, percent of
loans 30 or more days past due, percent of loans 60 or more days past due, and percent of
loans 90 or more days past due as a non-GAAP measures, reconciling each of the
components of these non-GAAP measures to the most directly comparable GAAP
measure, and disclosing how you use these non-GAAP measures internally, and why such
information is useful.  Please provide us with your proposed revised disclosures in your
response based on the most recent period presented.
2.We note your disclosure of the percent of loans 30 or more days past due, percent of loans
60 or more days past due, and percent of loans 90 or more days past due.  In light of the
fact that these percentages are based on loans accounted for at amortized cost, as well as
loans for which you have elected the fair value option, please revise future filings to show
the components of this ratio, separately breaking out the numerator of each ratio between
loans at amortized cost, and loans for which the fair value option was elected.
3.Please revise future filings to change the name of the “combined gross charge-off ratio” to
combined net charge-off ratio to more accurately describe its content.
4.Please revise future filings to indicate that the total yield ratio and combined net charge-
off ratio are presented on an annualized basis, as applicable.
            You may contact Becky Chow,  Staff Accountant, at (202) 551-6524, or William
Schroeder, Staff Accountant, at (202) 551-3294 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

	atlc20210114_corresp.htm

			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

			Paul Davis Fancher

			paul.fancher@troutman.com

January 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:    Becky Chow

			Re:

			Atlanticus Holdings Corporation

			Form 10-Q for the Quarterly Period ended September 30, 2020

			Filed on November 13, 2020

			File No. 000-53717

Dear Ms. Chow:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated December 17, 2020 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the Form 10-Q for the quarterly period ended September 30, 2020 (the “Form 10-Q”).

We are authorized by the Company to provide the response contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the response refer to the Company.  For your convenience, we set forth the comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraph in this letter corresponds to the numbered paragraph of the Comment Letter.

Form 10-Q filed November 13, 2020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Definitions of Financial Operating and Statistical Measures, page 39

1.         We note your definition of Total Yield Ratio and Combined Gross Charge-off Ratio on page 39 and your discussion of Total Yield on Fair Value Receivables and Managed Receivables on page 35. We also note your response to comment 2 in your letter dated March 8, 2018 that going forward you would calculate average managed receivables in accordance with GAAP. Total Yield on Fair Value Receivables and Managed Receivables which are used in the calculation of your other ratios appear to exclude the impact of fair value for loans that are accounted for using the fair value option. These financial measures appear to be non-GAAP as defined by Regulation G and Item 10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or banking regulatory requirements. Please tell us how you considered whether these measures use an individually tailored recognition and measurement method which could violate Rule 100(b) of Regulation G. Please also tell us how you considered the guidance in Question 100.04 of the Compliance and Disclosure Interpretations for guidance on Non-GAAP Financial Measures which is available on our website at https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Company Response:

We do not believe that our Total Yield Ratio, Combined Gross Charge-off Ratio and Managed Receivables data are non-GAAP financial measures. The Company corresponded with the Staff about this matter in 2002 and 2003. (See our comment letter response dated April 22, 2003.) The Company also received similar comments from the Staff in letters dated September 6, 2007, June 21, 2012 and December 5, 2017. In our response letters dated September 27, 2007, July 5, 2012, January 2, 2018, February 1, 2018 and March 8, 2018, the Company communicated the results of its 2002 and 2003 dialogue with the Staff and the rationale for conclusions that the presented ratios (and other similar financial, operating and statistical ratios included in the Company’s Credit Cards Segment and Auto Finance segment tabular data within management’s discussion and analysis of the Company’s results) are not non-GAAP financial measures as defined by Regulation G and Item 10(e) of Regulation S-K. Upon reviewing our previous responses, the Staff did not indicate any disagreement with our analysis.

Under Rule 101(a)(2) of Regulation G, a non-GAAP financial measure does not include “operating and other financial measures and ratios or statistical measures” calculated using GAAP financial measures and operating and other non-GAAP financial measures. Our presented ratios fall within this exception from the definition of non-GAAP financial measures. Essentially, the charge-off ratio is calculated by dividing the accounting basis of principal, finance charges and fees charged off by average managed receivables for the quarter. The accounting basis of receivables charged off is a GAAP financial measure that is used to determine two line items on the Company’s consolidated statements of operations: (1) the Net recovery of charge off of loans and fees receivable recorded at fair value; and (2) Provision for losses on loans and fees receivable recorded at net realizable value. Similarly, the Total Yield Ratio is calculated by dividing revenue amounts that are GAAP financial measures (as discussed below) by average managed receivables for the quarter.

Given that we operate in the financial industry, some of the relevant measures of productivity and effectiveness regularly will be dollar-denominated and financial in nature. Nonetheless, as with measures of productivity and effectiveness in other industries, the disclosed ratios reflect operating and financial measures and ratio or statistical measures determined as permitted by Rule 101(a)(2). Our ratios are analogous to the per mile cost of a seat for an airline or a cost per unit produced for a manufacturer—both of which are based upon underlying GAAP data combined with other data.

			United States Securities and Exchange Commission

			January 15, 2020

			Page 2

Further, we believe that these ratios also are not non-GAAP because of the exception provided by Rule 101(a)(3) of Regulation G, which excludes from the definition of non-GAAP Financial Measures “financial measures required to be disclosed by . . . Commission rules. . . .” Full disclosure of our financial performance requires, or at least may require, the inclusion of these ratios. We believe this is consistent with the SEC’s stated position that merely providing GAAP information may not be sufficient. We believe that Rule 10b-5 requires, or at least may require, disclosure of these ratios, thereby bringing it within the  exclusion from the definition provided in Rule 101(a)(3). We believe that these ratios are necessary for readers to compare our financial performance to that of our consumer credit and auto finance peer groups. Thus, certain readers of our financial statements would consider these ratios material to an understanding of our financial performance.

Because we do not believe that our various MD&A financial, operating, and statistical tabular data are non-GAAP measures, we do not believe that Item 10 of Regulation S-K is applicable.

At the time of our correspondence in early 2018, we noted that the impact of receivables accounted for at fair value and for our ownership in receivables associated with non-consolidated entities had diminished and was less relevant to our ongoing and growing operations.  As such, we excluded receivables accounted for at fair value and associated with our ownership in receivables of non-consolidated entities.

On January 1, 2020, the Company elected the fair value option to account for certain loans receivable associated with our point-of-sale and direct-to-consumer platform that were originated on or after January 1, 2020 (the “Fair Value Receivables”). As discussed in our recent periodic filings, we believe the use of fair value for these receivables more closely approximates the true economics of these receivables, better matching the yields and corresponding charge-offs. We believe the fair value option also enables us to report GAAP net income that provides increased transparency into our profitability and asset quality. Receivables acquired prior to January 1, 2020 continue to be accounted for in our 2020 and subsequent financial statements at amortized cost, net.

As a result of this election, the amount of receivables constituting Fair Value Receivables has grown to represent over 38% of our managed receivables within our Credit and Other Investments segment as of September 30, 2020.  Given the increased materiality of these receivables, we believe that it is necessary to include the associated yields and corresponding balances of these receivables in our calculations.

As noted on page 35 of the Form 10-Q, we provide a reconciliation of our Securitized Receivables and our Fair Value Receivables, both within our Loans, interest and fees receivable, at fair value to the assets underlying those receivables and note that they are included in our managed receivables.  Also as noted, we included several reconciliations to provide GAAP information necessary to calculate managed receivables.

For example, while not contained in one consolidated reconciliation, in order to calculate the Period-end managed receivables on page 36 of the Form 10-Q as of September 30, 2020, we performed the following calculation (in thousands):

			Loans, interest and fees receivable, gross p. 1

			$
			695,319

			Loans, interest and fees receivable, gross- Fair Value Receivables p. 35

			$
			377,717

			Loans, interest and fees receivable, gross- Securitized Receivables p. 35

			$
			4,863

			Less - Portion of Loans, interest and fees receivable, gross associated with Auto Finance Segment p. 38

			$
			(90,514
			)

			Total loans and fees receivable - Managed

			$
			987,385

This period-end managed receivable balance is then averaged with the prior quarter reported managed receivable balance to obtain the Average Managed receivables indicated on p. 36 of the Form 10-Q.  As all of these numbers are derived using underlying GAAP accounting for receivables, the calculation of total managed receivables does not constitute a non-GAAP financial measure.  In order to expand our discussion of fair value receivables given increased materiality and to clarify this matter, we plan to provide the following additional disclosures in future periodic filings.

In Note 3 “Segment Reporting” to the financial statements, we plan to include a breakout of Loans, interest and fees receivable, at fair value and Loans, interest and fees receivable, gross by reporting segment.  For the nine months ended September 30, 2020, this disclosure would be as follows (on p. 14) (in thousands):

			Nine Months Ended September 30, 2020

			Credit and Other Investments

			Auto Finance

			Total

			Interest income:

			Consumer loans, including past due fees

			$
			282,895

			$
			23,759

			$
			306,654

			Other

			248

			—

			248

			Total interest income

			283,143

			23,759

			306,902

			Interest expense

			(37,590

			)

			(924

			)

			(38,514

			)

			Net interest income before fees and related income on earning assets and provision for losses on loans, interest and fees receivable

			$
			245,553

			$
			22,835

			$
			268,388

			Changes in fair value of loans, interest and fees receivable recorded at fair value

			$
			(69,779

			)

			$
			—

			$
			(69,779

			)

			Fees and related income on earning assets

			$
			103,610

			$
			71

			$
			103,681

			Servicing income

			$
			886

			$
			733

			$
			1,619

			Equity in income of equity-method investee

			$
			355

			$
			—

			$
			355

			Income before income taxes

			$
			76,794

			$
			6,208

			$
			83,002

			Income tax expense

			$
			(14,100

			)

			$
			(1,616

			)

			$
			(15,716

			)

			Loans, interest and fees receivable, at fair value

			$
			310,784

			$
			—

			$
			310,784

			Loans, interest and fees receivable, gross

			$
			604,805

			$
			90,514

			$
			695,319

			Total assets

			$
			960,527

			$
			80,048

			$
			1,040,575

			United States Securities and Exchange Commission

			January 15, 2020

			Page 3

In Note 6 “Fair Values of Assets and Liabilities” to the financial statements, we plan to include the Aggregate unpaid interest and fees included within loans, interest and fees receivable that are reported at fair value.  For the nine months ended September 30, 2020, this disclosure would be as follows (on p. 20) (in thousands):

			As of September 30, 2020

			Loans, Interest and Fees Receivable at Fair Value

			Loans, Interest and Fees Receivable Pledged as Collateral under Structured Financings at Fair Value

			Aggregate unpaid principal balance included within loans, interest and fees receivable that are reported at fair value

			$
			658

			$
			361,839

			Aggregate unpaid interest and fees included within loans, interest and fees receivable that are reported at fair value

			$
			47

			$
			20,036

			Aggregate fair value of loans, interest and fees receivable that are reported at fair value

			$
			619

			$
			310,165

			Aggregate fair value of receivables carried at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)

			$
			1

			$
			615

			Unpaid principal balance of receivables within loans, interest and fees receivable that are reported at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans, interest and fees receivable

			$
			11

			$
			5,639

Likewise, as noted on p.35 of the Form 10-Q, the calculation of Total yield on Fair Value Receivables is based on underlying GAAP information.  The “Accelerated recognition under fair value accounting for Fair Value Receivable billings” represents the difference in recognition criteria for fees using two accepted GAAP methods of accounting (Fair Value and Amortized Cost, net). In other words, the resulting “Total yield on Fair Value Receivables” reflects the yield that would have been recognized if we had not elected fair value treatment for certain receivables on January 1, 2020.  Under fair value accounting, all fee billings are recognized when billed whereas certain of these fee billings (such as annual fees or merchant fees) are amortized for those receivables within our Loans, Interest and Fees Receivable, Gross.  The reconciliation on page 35 of the Form 10-Q shows the difference in those two accounting methods and recalculates them in a consistent manner in accordance with GAAP.  We believe that this calculation is not an individually tailored presentation but rather a single consistent GAAP application of both sets of receivables.  As this is a different, but accepted method of accounting under GAAP, we do not believe that the total yield ratio constitutes a non-GAAP financial measure.

Furthermore, since our adoption of fair value, the “Accelerated recognition under fair value accounting for Fair Value Receivable billings” line item has served to reduce recognized yield and, therefore, has not artificially inflated the calculated ratios.  In order to clarify this point, in future periodic filings, we plan to change the name of this line item to “Difference in fee recognition criteria due to the adoption of Fair Value Accounting”.

Furthermore, in future periodic filings, we plan to include additional disclosure to assist the reader in understanding the components of the end of period managed receivables calculation.  We believe the following table will serve that purpose by aggregating information that already is included in our financial statements and MD&A, and which in future filings will be wholly contained within our financial statements and notes thereto (as discussed above) (in thousands).

			2020

			2019

			2018

			Sept.30

			Jun. 30

			Mar. 31

			Dec. 31

			Sept.30

			Jun. 30

			Mar. 31

			Dec. 31

			Loans, interest and fees receivable, gross

			$
			695,319

			$
			769,230

			$
			900,808

			$
			998,209

			$
			858,483

			$
			691,816

			$
			562,472

			$
			541,344

			Aggregate unpaid ba

CORRESP
1
filename1.htm

	atlc20201231_corresp.htm

			Troutman Pepper Hamilton Sanders LLP

			600 Peachtree Street NE, Suite 3000

			Atlanta, GA  30308-2216

			troutman.com

			Paul Davis Fancher

			paul.fancher@troutman.com

January 4, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Becky Chow

Re:      Atlanticus Holdings Corporation

                       Form 10-Q for the Quarterly Period ended September 30, 2020

                       Filed on November 13, 2020

 File No. 000-53717

Dear Ms. Chow:

Atlanticus Holdings Corporation (the “Company”) has received and hereby acknowledges receipt of the comment letter dated December 17, 2020 (the “Comment Letter”) provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”), with respect to the above-referenced SEC filing.

The Company is working expeditiously to respond to the Comment Letter.  However, in order to address fully the comment contained in the Comment Letter, the Company respectfully requests an extension of time to respond.  The Company currently plans to respond to the Comment Letter no later than January 15, 2021.

Thank you for your consideration of our request for an extension.  If you have any questions, please do not hesitate to call me at (404) 885-3310.

			Very truly yours,

			/s/ Paul Davis Fancher

			Paul Davis Fancher

cc:       William R. McCamey (Atlanticus Holdings Corporation)

            Mitchell Saunders (Atlanticus Holdings Corporation)

United States securities and exchange commission logo
December 17, 2020
William R. McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway,
Suite 300
Atlanta, Georgia 30328
Re:Atlanticus Holdings Corporation
Form 10-Q for the Quarterly Period ended September 30, 2020
Filed on November 13, 2020
File No. 000-53717
Dear Mr. McCamey:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q filed November 13, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Definitions of Financial Operating and Statistical Measures, page 39
1.We note your definition of Total Yield Ratio and Combined Gross Charge-off Ratio on
page 39 and your discussion of Total Yield on Fair Value Receivables and Managed
Receivables on page 35. We also note your response to comment 2 in your letter dated
March 8, 2018 that going forward you would calculate average managed receivables in
accordance with GAAP.  Total Yield on Fair Value Receivables and Managed
Receivables which are used in the calculation of your other ratios appear to exclude the
impact of fair value for loans that are accounted for using the fair value option. These
financial measures appear to be non-GAAP as defined by Regulation G and Item 10(e) of
Regulation S-K as they are not required by GAAP, Commission Rules, or banking
regulatory requirements. Please tell us how you considered whether these measures use an

 FirstName LastNameWilliam R.  McCamey
 Comapany NameAtlanticus Holdings Corporation
 December 17, 2020 Page 2
 FirstName LastName
William R.  McCamey
Atlanticus Holdings Corporation
December 17, 2020
Page 2
individually tailored recognition and measurement method which could violate Rule
100(b) of Regulation G.  Please also tell us how you considered the guidance in Question
100.04 of the Compliance and Disclosure Interpretations for guidance on Non-GAAP
Financial Measures which is available on our website at
https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
             You may contact Becky Chow, Staff Accountant, at (202) 551- 6524 or William
Schroeder, Staff Accountant, at (202) 551-3294 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4720

April 2 , 2018

William R. McCamey
Chief Financial Officer
Atlanticus Holding Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328

Re: Atlanticus Holding Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2016
  Filed March 31, 2017
            File No. 000-53717

Dear Mr. McCamey :

We have completed our review of your filing.  We remind you that the company and its
management  are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Michael Volley

 Michael Volley
Staff  Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

Troutman Sanders LLP

600 Peachtree Street NE, Suite 3000

Atlanta, GA  30308-2216

troutman.com

Paul Davis Fancher

paul.fancher@troutman.com

D 404.885.3310

March 8, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C.  20549

Attn:    Michael Volley

Re:

 Atlanticus Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Response Dated February 1, 2018

File No. 000-53717

Dear Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated February 23, 2018 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the above-referenced SEC filing.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Michael Volley

March 8, 2018

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Definitions of Financial Operating and Statistical Measures, page 28

1.

 We note your response to comment 2. We note you provide calculations for the Total Yield Ratio, Combined Gross Charge-off Ratio and the Adjusted Charge-off Ratio for the Credit and Other Investments segment. Please confirm the ratios for the Auto Finance segment are calculated in the same manner.

Company Response:

The Total Yield Ratio and the Combined Gross Charge-off Ratio for the Auto Finance segment are calculated in a similar manner to the corresponding ratios for the Credit and Other Investments segment.  The Auto Finance segment does not own any receivables that are accounted for under the fair value method or any receivables that are held within non-consolidated equity method investees.  As such, there are no material differences between GAAP presentation and managed presentation of the ratios for the Auto Finance segment.  We do not present an Adjusted Charge-off Ratio for the Auto Finance segment.

The final ratio provided for the Auto Finance segment—the Recovery Ratio—is also calculated using the recovery dollars (as disclosed in Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components – Loans and Fees Receivable") divided by average managed receivables.

2.

 We note your response to comment 2. Please provide us a quantitative reconciliation of GAAP average receivables to managed receivables for the same periods provided in your response. Please clearly describe the nature of each adjustment and the reasons why the adjustment is relevant and useful.

Company Response:

There are two differences between GAAP quarterly average managed receivables and monthly average managed receivables for our Credit and Other Investments segment.  First, given that we provide GAAP financial statements on a quarterly basis, GAAP quarterly average managed receivables must be calculated on a quarterly basis.  In the past, we have calculated average managed receivables on a monthly basis.  Second, in our average managed receivables calculation, we included those receivables underlying our fair value portfolios and our ownership interests in receivables that are included in non-consolidated entities.

Below is a quantitative reconciliation of GAAP quarterly average managed receivables to monthly average managed receivables for the periods presented:

Michael Volley

March 8, 2018

Page 3

Quarter ended (in millions)

 12/31/2016

 9/30/2016

 6/30/2016

 3/30/2016

 12/31/2015

 9/30/2015

 6/30/2015

 3/30/2015

GAAP quarterly average managed receivables

 $

 201.9

 $

 177.1

 $

 138.4

 $

 108.4

 $

 99.8

 $

 85.9

 $

 71.6

 $

 68.9

Difference between monthly average managed receivables calculation and quarterly average receivables calculation

 $

 0.9

 $

 4.8

 $

 9.0

 $

 (2.3

 )

 $

 (0.6

 )

 $

 (4.1

 )

 $

 (6.2

 )

 $

 (7.0

 )

Monthly average managed receivables held on books

 $

 202.8

 $

 181.9

 $

 147.4

 $

 106.1

 $

 99.2

 $

 81.8

 $

 65.4

 $

 61.9

Monthly average loans and fees receivable held at fair value or within a non-consolidated entity

 $

 33.3

 $

 35.1

 $

 40.7

 $

 46.7

 $

 53.8

 $

 62.1

 $

 74.0

 $

 84.9

Monthly average managed receivables (as previously disclosed)

 $

 236.1

 $

 217.0

 $

 188.1

 $

 152.8

 $

 153.0

 $

 143.9

 $

 139.4

 $

 146.8

As shown in the table above, the impact of receivables accounted for at fair value and for our ownership in receivables associated with non-consolidated entities has diminished over time and is now less relevant to our ongoing and growing operations.  As such, and in order to simplify the calculation going forward, in future filings we plan to calculate average managed receivables in accordance with GAAP on a quarterly basis.  This will exclude receivables accounted for at fair value and associated with our ownership in receivables of non-consolidated entities. Further, to the extent the performance of these receivables is included in any of (i) Changes in fair value of loans and fees receivable recorded at fair value, (ii) Changes in fair value of notes payable associated with structured financings recorded at fair value (both found in Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components – Fees and Related Income on Earning Assets") or (iii) Net recovery of charge off of loans and fees receivable recorded at fair value on the face of the Consolidated Statements of Operations, we plan to exclude this performance in the calculation of our Total Yield Ratio and Combined Gross Charge-off Ratio in future filings.  We will no longer disclose the Adjusted Charge-off Ratio (where relevant) as the gap between the Combined Gross Charge-off ratio and Adjusted Charge-off Ratio has narrowed with the diminution of the fair value portfolios to a non-meaningful level.  We plan to utilize these revised calculations for both our Credit and Other Investments segment and our Auto Finance segment, though, as noted in the response to comment 1 above, this is not meaningful to the calculations of these ratios in our Auto Finance segment. If we revise the calculation of these financial measures to include non-GAAP data or provide adjustments to these financial measures in future SEC filings, we will include the disclosures required by Regulation G and Item 10 of Regulation S-K.

3.

 We note your calculation of the Total Yield Ratio in response to comment 2. Please tell us how you considered whether your adjustment to include your economic share of (or equity interest in) the receivables you manage for your equity-method investees represents an individually tailored recognition and measurement method that could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

Company Response:

Michael Volley

March 8, 2018

Page 4

See the response to comment number 2 above.

4.

 We note your response to comment 2 and that you include the gain on the repurchase of convertible senior notes in your calculation of the Total Yield Ratio. Please tell us why you believe this gain is relevant to measuring the underlying performance of your receivables.

Company Response:

See the response to comment number 2 above. In future filings, we plan to exclude the impact of any gain or loss on convertible note repurchases from the calculation of Total Yield Ratio.

5.

 We note your calculation of the Combined Gross Charge-off Ratio in response to comment 2. Please provide us the calculation with the amount of net charge-offs associated with receivables accounted for at fair value presented separately from the net charge-offs associated with non-consolidated subsidiaries. In addition please tell us how you considered whether your adjustment to include the net charge-offs from non-consolidated subsidiaries represents an individually tailored recognition and measurement method that could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

Company Response:

The table below provides the calculation of the Combined Gross Charge-off Ratio, with the amount of net charge-offs associated with receivables accounted for at fair value and the net charge-offs associated with non-consolidated subsidiaries presented separately:

(dollars in millions)

 12/31/2016

 9/30/2016

 6/30/2016

 3/30/2016

 12/31/2015

 9/30/2015

 6/30/2015

 3/30/2015

Charge-offs, net of recoveries (Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components – Loans and Fees Receivable")

 $11.5

 $6.5

 $5.9

 $5.8

 $6.1

 $4.9

 $5

 $7.4

Net charge-offs associated with receivables accounted for at fair value, net of recoveries

 $0.9

 $0.6

 $0.9

 $1.0

 $0.1

 $2.6

 $0.8

 $1.0

Net charge-offs associated with non-consolidated subsidiaries, net of recoveries

 $0.1

 $0.1

 $0.2

 $0.2

 $0.2

 $0.3

 $0.3

 $0.4

Combined Gross Charge-Offs

 $12.5

 $7.2

 $7

 $7

 $6.4

 $7.8

 $6.1

 $8.8

Average managed receivables

 $236.1

 $217.0

 $188.1

 $152.8

 $153.0

 $143.9

 $139.4

 $146.8

Combined Gross Charge-Off Ratio (annualized)

 21.1%

 13.3%

 14.9%

 18.2%

 16.8%

 21.5%

 17.4%

 23.8%

See the response to comment number 2 above.

Michael Volley

March 8, 2018

Page 5

6.

 We note your calculation of the Adjusted Charge-off Ratio in response to comment 2 and that the starting point is net principal charge-offs which is a subset of combined gross charge-offs. Please clarify for us if there are any other significant differences between the gross charge-offs and the net principal charge-offs, other than the amount of finance charges and fees that are charged-off. In addition please clarify for us what the discount accretion represents and why it is relevant to reduce the amount of charge-offs in your calculation.

Company Response:

We confirm that the only difference between net principal charge-offs and combined gross charge-offs is finance and fee charge-offs.  The discount accretion that is applied when calculating the Adjusted Charge-off Ratio relates to a portion of the difference between the face value of receivables acquired in a portfolio acquisition and the purchase price at the time of acquisition.  Prior to 2008, we frequently purchased credit card receivables portfolios at substantial discounts. In our managed basis statistical data, we applied a portion of these discounts against receivables acquired for which charge off is considered likely, including accounts in late stages of delinquency at the date of acquisition; this portion is measured based on our acquisition date estimate of the shortfall of cash flows expected to be collected on the acquired portfolios relative to the face amount of receivables represented within the acquired portfolios.

Additionally, see response to comment number 2 above. Specifically, we do not plan to include the Adjusted Charge-Off Ratio in future filings as we believe the difference between the Combined Gross Charge-off Ratio and the Adjusted Charge-Off Ratio is not as material as it was in past periods, which included significant receivables related to historical credit card portfolio acquisitions, particularly those for which we had substantial discounts offsetting charge-offs.

7.

 Please tell us why you do not believe GAAP charge-off ratio is a comparable measure for your Combined Gross Charge-off Ratio and your Adjusted Charge-off Ratio.

 Company Response:

See response to comment numbers 2 and 6 above.

8.

 Please tell us and revise future filings to describe how interest is measured and where it is reported in the income statement for items for which the fair value option has been elected. Refer to ASC 825-10-50-30 for guidance.

Company Response:

For each period that we present an income statement and balance sheet, we remeasure assets and liabilities for which we elected the fair value option using updated assumptions appropriate at such period end.  The impacts of the remeasurement are all recorded within Fees and Related Income on Earning Assets–Changes in fair value of loans and fees receivable recorded at fair value and Fees and Related Income on Earning Assets–Changes in fair value of notes payable associated with structured financings recorded at fair value, which are included in Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components-Revenue Recognition–Fees and Related Income on Earning Assets".

Michael Volley

March 8, 2018

Page 6

Each period, interest is earned on assets for which the fair value option was elected in accordance with the underlying consumer agreements.  We recognize this interest in the period it is earned, which coincides with the time it is charged to the customer’s account.  This interest income is recorded as Interest income–Consumer loans, including past due fees in our Consolidated Statements of Operations.

Correspondingly, we incur interest expense on those notes payable for which the fair value option was elected.  This interest expense underlying our notes payable associated with structured financings, at fair value is recorded in Interest expense in our Consolidated Statements of Operations.

In future filings, we will provide additional disclosure (i) describing the measurement of interest related to assets and notes payable for which the fair value option was elected and (ii) indicating where these are included in our Consolidated Statements of Operations.

*     *     *     *     *

The Company appreciates the assistance the Staff has provided with its comments.  If you have any questions, please do not hesitate to call me at (404) 885-3310 or Brink Dickerson at (404) 885-3822.

Sincerely,

/s/Paul Davis Fancher

Paul Davis Fancher

cc:    William R. McCamey (Atlanticus Holdings Corporation)

Mitchell C. Saunders (Atlanticus Holdings Corporation)

W. Brinkley Dickerson (Troutman Sanders LLP)

Mail Stop 4720

February 23 , 2018

William R. McCamey
Chief Financial Officer
Atlanticus Holding Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328

Re: Atlanticus Holding Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2016
  Response Dated February 1 , 2018
            File No. 000-53717

Dear Mr. McCamey :

We have reviewed  your February 1 , 2018  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to co mments in our January 22,
2018  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation s

Definitions of Financial Operating and Statistical Measures, page 28

1. We note your response to comment 2.  We note you provide calculations for the Total
Yield Ratio, Combined Gross Charge -off Ratio and the Adjusted Charge -off Ratio for the
Credit and O ther Investments segment.  Please confirm the ratios for the Auto Finance
segment are calculated in the same manner.

William R. McCamey
Atlanticus Holding Corporation
February 23, 2018
Page 2

 2. We note your response to comment 2.  Please provide us a quantitative reconciliation of
GAAP average receivables to managed receivables fo r the same periods provided in your
response.  Please clearly describe the nature of each adjustment and the reasons why the
adjustment is relevant and useful.

3. We note your calculation of the Total Yield Ratio in response to comment 2.  Please tell
us how you considered whether your adjustment to include your economic share of (or
equity interest in) the receivables you manage for your equity -method investees
represents an individually tailored recognition and measurement method  that could
violate Rule 100(b) of Regulation G.   Please refer to Question 100.04 of the Compliance
and Disclosure Interpretations for guidance.

4. We note your response to comment 2 and that you include the gain on the repurchase of
convertible senior notes in your calculation of t he Total Yield Ratio.  Please tell us why
you believe this gain is relevant to measuring the underlying performance of your
receivables.

5. We note your calculation of the Combined Gross Charge -off Ratio in response to
comment 2.  Please provide us the calculation with the amount of net charge -offs
associated with receivables accounted for at fair value presented separately from the net
charge -offs associated with non -consolidated subsidiaries.   In addition please tell us how
you considered whether your adjustment to include the net charge -offs from non -
consolidated subsidiaries represents an individually tailored recognition and measurement
method  that could violate Rule 100(b) of Regulation G.   Please refer to Question 100.04
of the Compliance and Discl osure Interpretations for guidance.

6. We note your calculation of the Adjusted Charge -off Ratio in response to comment 2 and
that the starting point is net principal charge -offs which is a subset of combined gross
charge -offs.  Please clarify for us if ther e are any other significant differences between
the gross charge -offs and the net principal charge -offs, other than the amount of finance
charges and fees that are charged -off. In addition please clarify for us what the discount
accretion represents and wh y it is relevant to reduce the amount of charge -offs in your
calculation.

7. Please tell us why you do not believe GAAP charge -off ratio is a comparable measure for
your Combined Gross Charge -off Ratio and your Adjusted Charge -off Ratio.

8. Please tell us and revise future filings to describe how interest is measured and where it is
reported in the income statement  for items for which the fair value option has been
elected.  Refer to ASC 825 -10-50-30 for guidance.

William R. McCamey
Atlanticus Holding Corporation
February 23, 2018
Page 3

 You may contact William Schroeder, Staff A ccountant, at (202) 551 -3294 or me at (202)
551-3437  with any questions.

Sincerely,

 /s/ Michael Volley

 Michael Volley
Staff  Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

Troutman Sanders LLP

600 Peachtree Street NE, Suite 5200

Atlanta, GA  30308-2216

troutman.com

Paul Davis Fancher

paul.fancher@troutman.com

D 404.885.3310

February 1, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C.  20549

Attn:    Michael Volley

Re:

 Atlanticus Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Response Dated January 2, 2018

File No. 000-53717

Dear Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated January 22, 2018 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the above-referenced SEC filing.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Michael Volley

February 1, 2018

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 1. Business

How Do We Collect?, page 3

1.

 We note your response to comment one that you consider loans past due 90 days or more and re-aged as troubled debt restructurings.  Please revise future filings to include the disclosure required by ASC 310-40-50.

Company Response:

As requested, we will revise future filings to include the disclosure required by ASC 310-40-50.  First, we plan to include the following revised disclosure under “Item 1. Business-How Do We Collect?-Credit and Other Investments Segment” in future Form 10-K filings:

Additionally, we may re-age customer accounts that meet our qualifications for re-aging.  Re-aging involves changing the delinquency status of an account.  It is our policy to work cooperatively with customers demonstrating a willingness and ability to repay their indebtedness and who satisfy other criteria, but are unable to pay the entire past due amount.  Generally, to qualify for re-aging, an account must have been opened for at least nine months and may not be re-aged more than once in a twelve-month period or twice in a five-year period.  In addition, an account on a workout program may qualify for one additional re-age in a five-year period.  The customer also must have made three consecutive minimum monthly payments or the equivalent cumulative amount in the last three billing cycles.  If a re-aged account subsequently experiences payment defaults, it will again become contractually delinquent and will be charged off according to our regular charge-off policy.  The practice of re-aging an account may affect delinquencies and charge offs, potentially delaying or reducing such delinquencies and charge offs; however, this impact generally changes such delinquencies and charge offs by less than 10% and 5%, respectively.

Typically, once an account is 90 days or more past due, the account is placed on a non-accrual status.  Placement on a non-accrual status results in the elimination of the annual percentage rate (“APR”) charged to an account and a cessation of fee billing. Following this adjustment, if a customer demonstrates a willingness and ability to resume making monthly payments and meets the additional criteria discussed above, we will re-age the customer’s account.  When we re-age an account, we adjust the status of the account to bring a delinquent account current, but generally do not make any further modifications to the payment terms or amount owed. Thus we do not recognize an impairment or write-down solely due to the re-aging process.  Once an account is placed on a non-accrual status, it is closed for further purchases.  We believe that re-ages help our customers to manage difficult repayment periods, return to good standing and avoid further deterioration to their credit scores.  Accounts that are placed on a non-accrual status and thereafter make at least one payment qualify as troubled debt restructurings (“TDRs”).

Michael Volley

February 1, 2018

Page 3

See Note 2, “Significant Accounting Policies and Consolidated Financial Statement Components-Loans and Fees Receivable-Troubled Debt Restructurings” to our consolidated financial statements included herein for further discussion of TDRs.

Second, we plan to include the following additional disclosure under Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components-Loans and Fees Receivable” to future Financial Statements:

Troubled Debt Restructurings

As part of ongoing collection efforts, once an account is 90 days or more past due, the account is placed on a non-accrual status.  Placement on a non-accrual status results in the elimination of the annual percentage rate (“APR”) charged to an account and a cessation of fee billing. Following this adjustment, if a customer demonstrates a willingness and ability to resume making monthly payments and meets certain additional criteria, we will re-age the customer’s account.  When we re-age an account, we adjust the status of the account to bring a delinquent account current, but generally do not make any further modifications to the payment terms or amount owed. Once an account is placed on a non-accrual status, it is closed for further purchases.  Accounts that are placed on a non-accrual status and thereafter make at least one payment qualify as troubled debt restructurings (“TDRs”).

The following table details by class of receivable, the number and amount of TDRs, including TDRs that have been re-aged, as of December 31, 2017 and December 31, 2016:

 As of December 31,

 2017

 2016

 Point-of-Sale

 Direct-to-consumer

 Point-of-Sale

 Direct-to-consumer

Number of accounts on non-accrual status

 7,350

 1,449

Number of accounts on non-accrual status above that have been re-aged

 560

 9

Amount of receivables on non-accrual status (in thousands)

 $10,346

 $4,728

Amount of receivables on non-accrual status above that have been re-aged (in thousands)

 $865

 $10

Carrying value of receivables on non-accrual status (in thousands)

 $2,432

 $474

TDRs - Performing (carrying value, in thousands)*

 $1,279

 $279

TDRs - Nonperforming (carrying value, in thousands)*

 $1,153

 $195

Michael Volley

February 1, 2018

Page 4

*“TDRs - Performing” include accounts that are current on all amounts owed, while “TDRs - Nonperforming” include all accounts with past due amounts owed.

Given that the above TDRs have a high reserve rate associated with them prior to modification as TDRs, we do not separately reserve or impair these receivables outside of our general reserve process.

The following table details by class of receivable, the number of accounts and carrying value of loans that completed a modification within the prior twelve months and subsequently charged off.

 2017

 2016

 Point-of-Sale

 Direct-to-Consumer

 Point-of-Sale

 Direct-to-Consumer

Number of accounts

 1,645

 381

Loan balance at time of charge off (in thousands)

 $1,681

 $1,149

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Definitions of Financial Operating and Statistical Measures, page 28

2.

 Please provide us a quantitative reconciliation to the most directly comparable GAAP measure for your non-GAAP measures Total Yield Ratio, Combined Gross Charge-off Ratio, and Adjusted Charge-off Ratio for the years ended 12/31/2016 and 12/31/2015.  Please clearly describe the nature of each adjustment and the reasons why the adjustments are relevant and useful.

Company Response:

We believe the disclosure of Total Yield Ratio, Combined Gross Charge-off Ratio and Adjusted Charge-off Ratio is important because they provide investors with an important measure of the underlying performance of the receivables we purchase particularly given the varied methods of accounting for our receivables (e.g. Fair Value vs Net Book Value).  As there is no comparable GAAP measure for any of these ratios, we have provided below a calculation for each of these ratios for our Credit and Other Investments segment for each quarter in the years ended December 31, 2016 and December 31, 2015.  These ratios are calculated primarily from information included in the Company’s financial statements and related notes.  The below calculations include cross references to such information.

For purposes of calculating these ratios, we have excluded the impact of rental revenues, given that we have provided separate earnings metrics for this portion of our operations in periods where it was material. The revenue recognition for this portion of our operations was based on rental streams collected (on a cash basis) and did not contribute any receivables to our Average Managed Receivables, which is the denominator used to calculate these ratios. Therefore, the inclusion of the impact of rental revenues would have inflated the yield ratios without a corresponding inclusion of the investments made in the rental inventory.  In addition, we exclude the impact of fair value adjustments for our receivables, as the fair value measurements do not provide an indication of the current performance of the underlying receivables.  Finally, we include

Michael Volley

February 1, 2018

Page 5

the economics of our ownership in receivables that are included in non-consolidated entities so that we may provide a complete understanding of our total credit and other investment portfolios.

Total Yield Ratio (annualized, dollars in millions)

 12/31/2016

 9/30/2016

 6/30/2016

 3/30/2016

 12/31/2015

 9/30/2015

 6/30/2015

 3/30/2015

Consumer loans, including past due fees (Note 3 "Segment Reporting")

 $17.6

 $16.7

 $14.1

 $11.2

 $11.6

 $9.9

 $9.9

 $10.7

Fees and related income on earning assets (Note 3 "Segment Reporting")

 $3.5

 $0.1

 $5.8

 $7.8

 $10.5

 $16.7

 $12.7

 $13.1

Servicing income (Note 3 "Segment Reporting")

 $0.5

 $0.6

 $0.7

 $1.2

 $0.7

 $0.9

 $1.2

 $1.4

Other income and gain on repurchase of convertible senior notes (Income Statement Face)

 $0.2

 $0.1

 $1.1

 $0.1

 $0.1

 $0.1

 $0.1

 $0.3

Removal of Rental revenue (Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components | Fees and Related Income on Earning Assets")

 $(0.1)

 $(0.8)

 $(3.1)

 $(4.2)

 $(7.3)

 $(9.4)

 $(9.3)

 $(10.1)

Removal of Changes in fair value (Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components | Fees and Related Income on Earning Assets")

 $(2.4)

 $1.6

 $(1.5)

 $(3.1)

 $(1.6)

 $(3.4)

 $(1.6)

 $(0.9)

Inclusion of our economic share of (or equity interest in) the receivables we manage for our equity-method investee and other

 $(0.1)

 $(0.1)

 $0.2

 $0.5

 $(0.5)

 $0.1

 $0.3

 $(0.4)

Total Yield

 $19.2

 $18.2

 $17.3

 $13.5

 $13.5

 $14.9

 $13.3

 $14.1

Average managed receivables

 $236.1

 $217.0

 $188.1

 $152.8

 $153.0

 $143.9

 $139.4

 $146.8

Total Yield Ratio (annualized)

 32.6%

 33.5%

 36.8%

 35.4%

 35.2%

 41.3%

 38.1%

 38.3%

Combined Gross Charge-Off Ratio (annualized, dollars in millions)

 12/31/2016

 9/30/2016

 6/30/2016

 3/30/2016

 12/31/2015

 9/30/2015

 6/30/2015

 3/30/2015

Chargeoffs, net of recoveries (Note 2 "Significant Accounting Policies and Consolidated Financial Statement Components | Loans and Fees Receivable")

 $11.5

 $6.5

 $5.9

 $5.8

 $6.1

 $4.9

 $5

 $7.4

Net chargeoffs associated with receivables accounted for at fair value and non-consolidated subsidiaries, net of recoveries

 $1

 $0.7

 $1.1

 $1.2

 $0.3

 $2.9

 $1.1

 $1.4

Combined Gross Charge-Offs

 $12.5

 $7.2

 $7

 $7

 $6.4

 $7.8

 $6.1

 $8.8

Average managed receivables

 $236.1

 $217.0

 $188.1

 $152.8

 $153.0

 $143.9

 $139.4

 $146.8

Combined Gross Charge-Off Ratio (annualized)

 21.1%

 13.3%

 14.9%

 18.2%

 16.8%

 21.5%

 17.4%

 23.8%

Michael Volley

February 1, 2018

Page 6

Adjusted Charge-off Ratio (annualized, dollars in millions)

 12/31/2016

 9/30/2016

 6/30/2016

 3/30/2016

 12/31/2015

 9/30/2015

 6/30/2015

 3/30/2015

Net principal chargeoffs (subset of Combined Gross Charge-Offs above)

 $10.8

 $6.1

 $5.8

 $5.8

 $5.4

 $6.4

 $5.1

 $7.6

Discount accretion related to credit quality for acquired portfolios

 $(0.3)

 $(0.3)

 $(0.3)

 $(0.4)

 $(0.5)

 $(0.5)

 $(0.5)

 $(0.5)

Adjusted Net Chargeoffs

 $10.5

 $5.8

 $5.5

 $5.4

 $4.9

 $5.9

 $4.6

 $7.1

Average managed receivables

 $236.1

 $217.0

 $188.1

 $152.8

 $153.0

 $143.9

 $139.4

 $146.8

Adjusted Charge-off Ratio (annualized)

 17.8%

 10.7%

 11.7%

 14.1%

 12.9%

 16.5%

 13.2%

 19.2%

In order to clarify the calculation of these ratios, we plan to include in future periodic reports the following revised disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Consolidated Results of Operations-Definitions of Financial, Operating and Statistical Measures”:

Total yield ratio. Represents an annualized fraction, the numerator of which includes (as appropriate for each applicable disclosed segment) the: 1) finance charge and late fee income billed on all outstanding receivables and the amortization of the accretable yield component of our acquisition discounts for portfolio purchases, collectively included in the consumer loans, including past due fees category on our consolidated statements of income; plus 2) credit card fees (including over-limit fees, cash advance fees, returned check fees and interchange income), earned, amortized amounts of annual membership fees and activation fees with respect to certain credit card receivables, collectively included in our fees and related income on earning assets category on our consolidated statements of income; plus 3) servicing, other income and gains (or less losses) on debt repurchases and other activities collectively included in our other operating income category on our consolidated statements of income; plus 4) the inclusion of our economic share of (or equity interest in) the receivables we manage for our equity-method investee and other. The denominator used represents our average managed receivables.

Combined gross charge-off ratio. Represents an annualized fraction the numerator of which is the aggregate amounts of finance charge, fee and principal losses from consumers unwilling or unable to pay their receivables balances, as well as from bankrupt and deceased consumers, less current-period recoveries (including recoveries from dealer reserve offsets for our CAR operations) as reflected in Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components-Loans and Fees Receivable”, and the denominator of which is average managed receivables. Recoveries on managed receivables represent all amounts received related to managed receivables that previously have been charged off, including payments received directly from consumers and proceeds received from the sale of those charged-off receivables. Recoveries typically have represented less than 2% of average managed receivables.

Adjusted charge-off ratio. Represents an annualized fraction the numerator of which is the principal amount of losses, net of recoveries as adjusted to apply discount accretion related to the credit quality of acquired portfolios to offset a portion of the actual

Michael Volley

February 1, 2018

Page 7

face amount of net charge offs, and the denominator of which is average managed receivables. (Historically, upon our acquisitions of credit card receiva

Mail Stop 4720

January 22, 2018

William R. McCamey
Chief Financial Officer
Atlanticus Holding Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328

Re: Atlanticus Holding Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2016
  Response Dated January 2, 2018
            File No. 000-53717

Dear Mr. McCamey :

We have reviewed  your January 2, 2018  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to co mments in our December  5,
2017 letter .

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 1. Business

How Do We Collect?, page 3

1. We note your response to comment one that you consider loans past due 90 days or more
and re -aged as troubled debt restructurings.  Please revise future filings to include the
disclosure required by ASC 310 -40-50.

William R. McCamey
Atlanticus Holding Corp oration
January 22, 2018
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Definitions of Financial Operating and Statistical Measures, page 28

2. Please provide us a quantitative reconciliation to the most directly comparable GAAP
measure for your non -GAAP measures Total Yield Ratio, Combined Gross Charge -off
Ratio, an d Adjusted C harge -off Ratio  for the years ended 12/31/2016 and 12/31/2015.
Please clearly describe the nature of each adjustment and the reasons why the
adjustments are relevant and useful.

You may contact William Schroeder, Staff Accountant, at (202) 551 -3294 or me at (202)
551-3437  with any questions.

Sincerely,

 /s/ Michael Volley

 Michael Volley
Staff  Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

Troutman Sanders LLP

600 Peachtree Street NE, Suite 5200

Atlanta, GA  30308-2216

troutman.com

Paul Davis Fancher

D 404.885.3310

F 404.962.6755

paul.fancher@troutman.com

January 2, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C.  20549

Attn:    Michael Volley

Re:

 Atlanticus Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed March 31, 2017

File No. 000-53717

Dear Mr. Volley:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated December 5, 2017 (the “Comment Letter”) to William R. McCamey, Chief Financial Officer of Atlanticus Holdings Corporation (the “Company”), with respect to the above-referenced SEC filing.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Michael Volley

January 2, 2018

 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 1. Business

How Do We Collect?, page 3

1.

 We note on page 4 that you “re-age” customer accounts and that this may affect delinquencies and charge-offs, potentially delaying or reducing such delinquencies and charge-offs. Please tell us and revise future filings to describe in detail for each period presented and by class of receivable, the amount of receivables re-aged at period end, describe the nature and terms of the modifications to re-aged accounts, more clearly describe how the re-aging provides a benefit to the customer and quantify the estimated impact to delinquent loans and charge-offs. Please provide us your proposed revised disclosures in your response.

Company Response:

The majority of our customers pay scheduled monthly payments when due or soon thereafter.  As of September 30, 2017, 87.5% of our total receivable portfolio was current with an additional 4.8% between 1 - 30 days past due (based on payment due date).  As discussed in the Company’s Form 10-K for the year ended December 31, 2016 (the “ 2016 10-K”), our collectors employ a number of techniques, including account re-aging, to collect outstanding receivables.

 We believe that re-aging can serve to protect our investment and improve collections.  In addition, we believe that re-ages help our customers to manage difficult repayment periods, return to good standing and avoid further deterioration to their credit scores.

As noted in Item 1 of the Company’s 2016 10-K, in order for a customer to qualify for a re-age, the customer must meet certain criteria.  Generally, to qualify, an account must have been opened for at least nine months and may not be re-aged more than once in a twelve-month period or twice in a five-year period.  In addition, an account on a workout program may qualify for one additional re-age in a five-year period.  The customer also must have made three consecutive minimum monthly payments or the equivalent cumulative amount in the last three billing cycles.  If a re-aged account subsequently experiences payment defaults, it will again become contractually delinquent and will be charged off according to our charge-off policy.

There are two types of re-aged accounts in our receivables portfolio. The first category consists of accounts that were re-aged when the accounts were 1 - 89 days past due.  These re-ages are typically provided to customers that have made the aforementioned three consecutive qualifying payments.  In connection with this type of re-age, we typically do not make any account changes, other than to change the account status from delinquent to current.

The second category consists of accounts that were re-aged after the accounts were 90 days or more past due. Typically, once an account is 90 days or more past due, the account is placed on a non-accrual status, which suspends interest and fee charges to the account.  Following this adjustment, if a customer indicates a willingness and ability to resume making monthly payments and meets the additional criteria discussed above, we will re-age the customer’s account.  Similar to the re-age of accounts in the first category, we change the status of accounts in the second category from delinquent to current, but generally do not make any further modifications to the payment terms in connection with re-aging.

Michael Volley

January 2, 2018

 Page 3

For both categories of re-aged accounts, once we re-age an account , we close the account to further purchases.

We considered the guidance in ASC 310-40 and determined that the first category of re-aged receivables described above are not troubled debt restructurings (“TDRs”) because the re-aging of these accounts do not represent significant concessions to these customers.  This determination is supported by (i) the relatively short delinquencies of these accounts and (ii) the fact that these re-aged accounts continue to incur interest and fee charges.

We determined that re-aged accounts in the second category are TDRs.  As of December 31, 2016 and September 30, 2017, total re-aged accounts represented 1.7% and 2.2% of Period-end managed receivables, respectively.  Those re-aged accounts that are TDRs represented 0.9% and 1.0% of Period-end managed receivables as of December 31, 2016 and September 30, 2017, respectively.

When considering the impact on delinquent loans and charge offs as a result of these re-agings, it is important to note that re-ages to a customers account are systematic based largely on independent behavior by the consumer (making qualifying payments).  As a result, charge offs and delinquencies generally are impacted consistently each quarter.  Removing the impact of re-ages between January 1, 2016 and September 30, 2017 would have resulted in an average shift in our quarterly delinquencies of less than 10% from their original disclosed values.  Likewise, removing the impact of re-ages from our combined gross charge-off ratio would result in an average shift of less than 5% for this same period.  Neither of these impacts represent a material shift to the values as currently disclosed.

In order to provide further clarity regarding re-aged accounts, we plan to include the following revised disclosure in Item 1 in future filings:

Additionally, we may re-age customer accounts that meet our qualifications for re-aging. Re-aging involves changing the delinquency status of an account. It is our policy to work cooperatively with customers demonstrating a willingness and ability to repay their indebtedness and who satisfy other criteria, but are unable to pay the entire past due amount. Generally, to qualify for re-aging, an account must have been opened for at least nine months and may not be re-aged more than once in a twelve-month period or twice in a five-year period. In addition, an account on a workout program may qualify for one additional re-age in a five-year period. The customer also must have made three consecutive minimum monthly payments or the equivalent cumulative amount in the last three billing cycles. If a re-aged account subsequently experiences payment defaults, it will again become contractually delinquent and will be charged off according to our regular charge-off policy. The practice of re-aging an account may affect delinquencies and charge offs, potentially delaying or reducing such delinquencies and charge offs, however this impact generally changes such delinquencies and charge offs by less than 10% and 5%, respectively.

Typically, once an account is 90 days or more past due, the account is placed on a non-accrual status.  Following this adjustment, if a customer demonstrates a willingness and ability to resume making monthly payments and meets the additional criteria discussed above, we will re-age the customer’s account.  When we re-age an account, we adjust the status of the account to bring a delinquent account current, but generally do not make any further modifications to the

Michael Volley

January 2, 2018

 Page 4

payment terms.  Once an account is re-aged, it is closed for further purchases.  We believe that re-ages help our customers to manage difficult repayment periods, return to good standing and avoid further deterioration to their credit scores.  Accounts that are modified in this manner qualify as troubled debt restructurings (TDRs).

The following details by class of receivable, the number and amount of TDRs that have been re-aged as of December 31, 2017 and December 31, 2016:

 As of December 31,

 2017

 2016

 Point of Sale

 Direct-to-consumer

 Point of Sale

 Direct-to-consumer

Number of accounts on non-accrual status that have been re-aged

 2,530

 193

Amount of receivables on non-accrual status that have been re-aged, dollars (in thousands)

 $2,617

 $388

The following additional disclosure will also be added to Note 2 “Significant Accounting Policies and Consolidated Financial Statement Components-Loans and Fees Receivable” within the Notes to the Financial Statements as follows:

Troubled Debt Restructurings

As part of ongoing collection efforts, once an account is 90 days or more past due, the account is placed on a non-accrual status.  Following this adjustment, if a customer demonstrates a willingness and ability to resume making monthly payments and meets the additional criteria discussed above, we will re-age the customer’s account.  When we re-age an account, we adjust the status of the account to bring a delinquent account current, but generally do not make any further modifications to the payment terms.  Once an account is re-aged, it is closed for further purchases.  Accounts that are modified in this manner are considered troubled debt restructurings (“TDRs”).

The following details by class of receivable, the number and amount of TDRs that have been re-aged as of December 31, 2017 and December 31, 2016:

 As of December 31,

 2017

 2016

 Point of Sale

 Direct-to-consumer

 Point of Sale

 Direct-to-consumer

Number of accounts  on non-accrual status that have been re-aged

 2,530

 193

Amount of receivables on non-accrual status that have been re-aged, dollars (in thousands)

 $2,617

 $388

Michael Volley

January 2, 2018

 Page 5

2.

 Please tell us how you determined that re-aged receivables are not troubled debt restructurings considering the guidance in ASC 310-40.

Company Response:

See the response to comment number 1 above.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Credit and Other Investments Segment, page 23

3.

 Please revise future filings to provide discussion and analysis, including asset quality and yield metrics, based on the nature of the receivables (e.g. point-of-sale, direct-to-consumer personal finance, etc.) for your Credit and Other Investments segment. Also, please disclose the receivables balance at each period end and the originations during each period by the nature of receivable. Please provide us your proposed revised disclosures in your response.

Company Response:

In order to provide additional information to investors, we plan to include the below revised disclosure in future filings.  In particular, this revised disclosure will provide additional information regarding asset quality based on the nature of the receivables.  In addition to the new tabular information, we plan to include the below discussion regarding the range of average annual percentage rates that we charge, based on the nature of the receivables.  We believe this additional information, together with the total yield ratio for this segment that is included in the first table below, will provide investors with substantial information regarding asset quality.  Further, we believe that providing this information will allow users to understand the variance in contractual yield between our point-of-sale and direct-to-consumer receivables.  We do not believe that including specific yield metrics by product would provide additional meaningful information to readers.  We do, however, believe that the inclusion of this type of information in public filings would put us at a competitive disadvantage both with our peer group as well as with new potential point-of-sale retail partners.

:

Asset quality. Our delinquency and charge-off data at any point in time reflect the credit performance of our managed receivables. The average age of the accounts underlying our receivables, the timing of portfolio purchases, the success of our collection and recovery efforts and general economic conditions all affect our delinquency and charge-off rates. The average age of the accounts underlying our receivables portfolio also affects the stability of our delinquency and loss rates. We consider this delinquency and charge-off data in our determination of the fair value of our credit card receivables underlying formerly off-balance-sheet securitization structures, as well as our allowance for uncollectible loans and fees receivable in the case of our other credit product receivables that we report at net realizable value. Our strategy for managing delinquency and receivables losses consists of account management throughout the life of the receivable. This strategy includes credit line management and pricing based on the risks. See also our discussion of

Michael Volley

January 2, 2018

 Page 6

collection strategies under the “How Do We Collect?” in Item 1, “Business” of our Annual Report on Form 10-K for the year ended December 31, 2016.

The following table presents the delinquency trends of the receivables we manage within our Credit and Other Investments segment, as well as charge-off data and other managed receivables statistics (in thousands; percentages of total):

 At or for the Three Months Ended

 2017

 2016

 Dec. 30

 Sept. 30

 Jun. 30

 Mar. 31

 Dec. 31

 Sept. 30

 Jun. 30

 Mar. 31

Period-end managed receivables

 $307,886

 $272,727

 $253,308

 $245,007

 $221,683

 $201,406

 $155,425

Percent 30 or more days past due

 11.6

 %

 10.9

 %

 10.9

 %

 11.8

 %

 10.9

 %

 8.2

 %

 9.7

 %

Percent 60 or more days past due

 7.9

 %

 7.4

 %

 7.8

 %

 8.1

 %

 7.3

 %

 5.3

 %

 7.1

 %

Percent 90 or more days past due

 5.3

 %

 4.8

 %

 5.2

 %

 5.2

 %

 4.7

 %

 3.4

 %

 5.1

 %

Average managed receivables

 $298,128

 $265,175

 $250,862

 $236,103

 $216,951

 $188,128

 $152,831

Total yield ratio

 35.4

 %

 34.7

 %

 34.4

 %

 32.6

 %

 33.5

 %

 36.8

 %

 35.4

 %

Combined gross charge-off ratio

 18.1

 %

 21.6

 %

 23.6

 %

 21.1

 %

 13.3

 %

 14.9

 %

 18.2

 %

Adjusted charge-off ratio

 15.3

 %

 18.4

 %

 20.1

 %

 17.8

 %

 10.7

 %

 11.7

 %

 14.1

 %

The following table presents additional trends and data with respect to our current point-of-sale and direct-to-consumer operations (in thousands).  Results of our historical credit card receivables portfolios are excluded:

 At or for the Three Months Ended

 2017

 2016

 31-Dec

 Sept. 30

 30-Jun

 31-Mar

 31-Dec

 Sept. 30

 30-Jun

 31-Mar

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

 Retail

 Direct

Period-end managed receivables

 $192,671

 $91,497

 $180,062

 $66,705

 $160,820

 $63,771

 $139,924

 $73,003

 $109,054

 $80,161

 $87,672

 $74,903

 $74,159

 $36,638

Percent 30 or more days past due

 14.0%

 8.3%

 12.3%

 9.3%

 11.8%

 10.8%

 13.4%

 10.8%

 13.8%

 7.9%

 12.5%

 3.5%

 1

Mail Stop 4720

December 5 , 2017

William R. McCamey
Chief Financial Officer
Atlanticus Holding s Corporation
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328

Re: Atlanticus  Holding s Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2016
  Filed March 31, 2017
            File No. 000-53717

Dear Mr. McCamey :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After r eviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 1. Business

How Do We Collect?, page 3

1. We note on page 4 that you “re -age” customer accounts and that th is may affect
delinquencies and charge -offs, potentially delaying or reducing such delinquencies and
charge -offs.  Please tell us and revise future filings to describe in detail for each period
presented and by class of receivable, the amount of receivable s re-aged at period end,
describe the nature and terms of the modifications to re -aged  accounts, more clearly
describe how the re -aging provides a benefit to the customer and quantify the estimated
impact to delinquent loans and charge -offs.  Please provide us your proposed revised
disclosures in your response .

William R. McCamey
Atlanticus Holding s Corp oration
December 5 , 2017
Page 2

 2. Please tell us how you determined that re -aged receivables  are not troubled debt
restructurings  considering the guidance in ASC 310 -40.

Item 7. Management’s Discussion and Analysis of Financ ial Condition and Results of
Operations

Credit and Other Investments Segment, page 23

3. Please revise future filings to provide  discussion and a nalysis, including asset quality and
yield metrics, based on the nature  of the receivables (e.g. point -of-sale, direct -to-
consumer personal finance, etc.)  for your Credit and Other Investments segment .  Also,
please disclose  the receivables balance at each period end  and the o riginat ions during
each period  by the nature of receivable .  Please provide us your proposed revised
disclosures in your response .

Definitions of Financial Operating and Statistical Measures, page 28

4. We note your definition of Total Yield Ratio, Combined Gross Charge -off R atio, and
Adjusted C harge -off Ratio on page 28 and your discussio n of Managed Receivables  on
page 23.  These financial measures appear to be non -GAAP as defined by Regulation G
and Item 10(e) of Regulation S -K as they are not require d by GAAP or Commission
Rules. Please revise future filings to include the disclosures r equired by Regulation G and
Item 10 of Regulation S -K.  Please ensure that your revised disclosure presents the most
directly comparable GAAP measure  with equal or greater prominence.  Please provide us
your proposed revised disclosures in your response .

5. Please tell us how you considered whether the se measures use an individually tailored
recognition and measurement method which could violate Rule 100(b) of Regulation G.
Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for
guidance.

William R. McCamey
Atlanticus Holding s Corp oration
December 5 , 2017
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact William Schroeder, Staff Accountant, at (202) 551 -3294 or me at (202)
551-3437  with any questions.

Sincerely,

/s/ Michael Volley

 Michael  Volley
Staff  Accountant
Office of Financial Services

July 22, 2014

Via E -mail
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, NE, Suite 5200
Atlanta, GA  30308

Re: Atlanticus Holdings Corporation
 Amendment No. 1 to Schedule TO -I
Filed July 15 , 2014
File No. 005 -85199

Dear Mr. Dickerson :

We have  review ed the above -referenced  filing and the response letter dated July 17,
2014.

1. We have consider ed the a nalysis submitted in support of the positions expressed in the
above -captioned  response letter dated July 17, 2014.  Without expressing an opinion as to
whether or not the amended tender offer is compliant with the applicable tender offer
provisions identified in that response letter, or  agree ing or disagreeing  with any or the
analysis  and positions  set forth therein , particularly with respect  to Atlanticus’ use of a
novel  pricing mechanism, we do  not have any further comments at this time.  Please note,
however, that notwithstan ding this decision to not issue  additional comments at present,
all persons who are by statute and rule responsible for the adequacy and accuracy of the
disclosure continue to  remain responsi ble for ensuring compliance with Section 14(e) of
the Exchange Act, Regulation 14(e) and Rule 13e -4.

Please contact Nicholas Panos , Senior Special Counsel, at  (202) 551 -3266 or me at (202)
551-3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek

Geoff Kruczek
Attorney -Advisor
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 TROUTMAN SANDERS LLP

Attorneys at Law

 Bank of America Plaza

600 Peachtree Street NE, Suite 5200

 Atlanta,
Georgia 30308-2216

 404.885.3000 telephone

troutmansanders.com

 July 17, 2014

VIA EDGAR AND FEDERAL EXPRESS

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Nicholas Panos
and Geoff Kruczek

Re:
Atlanticus Holdings Corporation

Amendment No. 1 to Schedule TO-I

Filed July 15, 2014

File No. 005-85199

 Dear Messrs. Panos and Kruczek:

This letter is being submitted to clarify certain points in our letters dated July 2, 2014 and July 10, 2014 and related
conversations with the Staff, and to demonstrate compliance with the securities laws of the tender offer described in such letters and in Supplement No. 1 to Offer to Purchase (the “Supplement”), included as Exhibit (a)(1)(A) to
Amendment No. 1 to the Schedule TO filed by Atlanticus Holdings Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on July 15, 2014. We are authorized by the Company to provide
the responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. Capitalized terms used in this letter and not otherwise defined have the meanings given to
them in the Offer to Purchase, dated June 23, 2014, which is attached as Exhibit (a)(1) to the Schedule TO-I filed by the Company with the Commission on June 23, 2014 (the “Offer to Purchase”). We also are sending a courtesy copy
of this letter to you by Federal Express.

1.
We are making one tender offer with two consideration choices, rather than two tender offers.

We are making one offer to all Holders of the Securities, pursuant to the Offer to Purchase, as supplemented by the Supplement. Holders
tendering pursuant to the tender offer have the option to select from between two consideration choices. The first choice is to tender pursuant to a modified Dutch auction, whereby we will purchase the Securities for a price not greater than $360
nor less than $315 per $1,000 principal amount tendered. The second choice is to tender at a fixed price of $420 per $1,000 principal amount of Securities tendered, subject to July 17, 2014 the condition that a minimum of $75 million in
aggregate principal amount of the Securities are tendered pursuant to the two consideration choices combined.

 July 17, 2014

Page 2

 We do not believe that this structure constitutes more than one tender offer or
involves a potential purchase outside the tender offer, as contemplated by Rule 14e-5. The Supplement makes it clear that there are two “consideration choices” as part of a single tender offer. Moreover, other than the pricing mechanism,
all terms and conditions to the tender offer apply equally to both consideration choices.

2.
The tender offer complies with Exchange Act Rules 13e-4(f)(8)(ii), 13e-4(f)(1)(ii) and 14e-1(b).

Rule 13e-4(f)(8)(ii) provides that “[n]o issuer or affiliate shall make a tender offer unless . . . [t]he consideration
paid to any security holder for securities tendered in the tender offer is the highest consideration paid to any other security holder for securities tendered in the tender offer.” The Company’s tender offer complies with this best-price
requirement because the Company will pay the same amount of consideration for all Securities purchased pursuant to both consideration choices provided in the tender offer.

All Securities purchased pursuant to the two consideration choices will be at the same Purchase Price – either $420 or,
if less than $75 million in aggregate principal amount of the Securities are tendered pursuant to the two consideration choices combined, the price determined in the modified Dutch auction. Both consideration choices are subject to a maximum
purchase amount of $100 million in aggregate principal amount of the Securities, with Securities tendered pursuant to both consideration choices participating equally in proration.

Further, we believe that the tender offer complies with Exchange Act Rules 13e-4(f)(1)(ii) and 14e-1(b). Rule 13e-4(d)(1)
requires the offer document to specify the consideration being offered. Rules 13e-4(f)(1)(ii) and 14e-1(b) provide that a tender offer must remain open for at least ten business days from the date that notice of any increase or decrease in the
consideration offered is first published or sent to or given to the security holders. Rules 13e-4(f)(1)(ii) and 14e-1(b) restrict the way an issuer may amend a tender offer and do not explicitly dictate any required disclosure, but the rules would
appear to imply that the disclosure must define the precise purchase price in some manner in order to determine when a change to the purchase price would implicate the rules.

We do not believe that the determination of the purchase price — pursuant to the clear and unambiguous method set forth
in the Supplement — will be a change in the consideration offered within the meaning of Rules 13e-4(f)(1)(ii) and 14e-1(b). Most importantly, the mechanism will remain fixed throughout the offer period and is clearly described in the
Supplement.

 We believe that this pricing mechanism is analogous to the pricing mechanism in a modified Dutch auction
tender offer. The Staff has a long-established interpretation of tender

 July 17, 2014

Page 3

offer pricing rules that permit modified “Dutch auction” tender offers, so long as: (i) the offer materials disclose the minimum and maximum consideration to be paid per tendered
security, (ii) there is pro rata acceptance throughout the offer with all securities participating equally in prorating, (iii) withdrawal rights will exist throughout the offer period, (iv) there is prompt announcement of the purchase
price, if determined prior to the expiration of the offer, and (v) the offeror purchases all accepted securities at the highest price paid to any security holder under the offer.1 We believe
the reasoning for allowing a modified “Dutch auction” tender offer applies equally to our tender offer structure. We note that (i) the Supplement states clearly and unambiguously the terms of the two consideration choices and the
mechanism for determining the purchase price, (ii) we will seek and accept all validly tendered Securities in the Offer or, to the extent that the amount tendered pursuant to both consideration choices combined exceeds $100 million, all Holders
that properly tender the Securities will participate equally in such prorating, (iii) withdrawal rights will exist throughout the offer period, (iv) prior to the expiration of the tender offer, the Company will announce promptly if
Securities in an aggregate principal amount of $75 million or more have been tendered, and (v) all Securities purchased pursuant to the two consideration choices will be at the same purchase price.

Also, we believe that the determination of the purchase price pursuant to the method set forth in the Supplement serves the
interests of Holders. If a Holder is willing to accept a price in the modified Dutch auction price range, the Holder will either receive its selected price or a higher price. If a Holder is unwilling to accept a price in the modified Dutch auction
price range but is willing to accept the price provided in the second consideration choice, the Holder will either receive the price provided in the second consideration choice or have its Securities returned.

3.
The two consideration choices are set forth clearly in the Supplement, and the disclosure is sufficient to allow a Holder to make an informed decision to choose whether or not to tender and, if so, which
consideration choice to select.

 The Supplement describes clearly the two consideration choices and the
treatment of tendered Securities, based on different aggregate amounts of Securities being tendered. In particular, the Supplement states that if less than $75 million in aggregate principal amount of the Securities are tendered pursuant to the two
consideration choices combined, the Company will promptly (i) purchase all Securities tendered pursuant to the first consideration choice at a price determined by the modified Dutch auction mechanism and (ii) return all Securities tendered
pursuant to the second consideration choice.

 We believe that an investment decision to tender pursuant to the second
consideration choice is analogous to a security holder’s choice to tender at the high end of the range in a modified Dutch auction. Both decisions involve a security holder deciding only to sell the security if it receives the highest price
offered by the bidder. Both decisions also involve the risk

1
 See Amendments to Tender Offer Rules All-Holders and Best-Price, Securities Act Release No. 6653, n. 64 (July 11, 1986).

 July 17, 2014

Page 4

that the security will not be purchased pursuant to the tender offer if the pricing mechanism described in the offer materials does not result in such a tender being accepted. In the modified
Dutch auction scenario, a tender at the high end of the range will not be accepted if the purchase price set by the modified Dutch auction mechanism results in a purchase price below the high end of the range. In our tender offer, a tender pursuant
to the second consideration choice will not be accepted if less than $75 million in aggregate principal amount of the Securities are tendered. We believe that the disclosure included in the Supplement is sufficient to allow a Holder to make an
informed investment decision whether to tender pursuant to one of the two consideration choices.

4.
The two consideration choices do not violate Exchange Act Section 14(e).

The Company did not include the two consideration choices within the tender offer with the intent that they be coercive (e.g.,
that they might be perceived as providing the holders two poor options from which they must select) and, in fact, the Company does not believe that they are. Initially, the Company decided to tender for the Securities utilizing a traditional
modified Dutch auction. The Securities are not traded regularly, and so the Company selected a price range that it considered reasonable in light of the sporadic recent trading history, the Company’s financial circumstances, and the likely
investment objectives of the Holders. As it progressed toward launching the tender offer, the Company determined that it would be worth offering a premium above that range if it were able to purchase and retire a significant amount of the Securities
pursuant to the tender offer. As a result, the Company decided to offer to pay an additional $60 per Security above the high end of the modified Dutch auction range in the event that $75 million of the Securities were tendered.

Further, we believe that the second consideration choice is beneficial to Holders and is not coercive. The second
consideration choice provides a potential means of participating for a Holder that values the Security above the high end of the modified Dutch auction price range (i.e., $360 per $1,000 principal amount of the Security) and at or below the fixed
price provided by the second consideration choice (i.e., $420 per $1,000 principal amount of the Security). Holders that value the Security within the modified Dutch auction price range also may benefit from the second consideration choice because
it would result in such a Holder receiving a higher price for the Security if the minimum aggregate tender condition to the second consideration choice is met.

We do not believe that the second consideration choice will coerce a Holder to tender if it does not believe that the
consideration choices offered in the tender offer are indicative of fair value. If a Holder values the Security (i) above the fixed price provided by the second consideration choice or (ii) above the high end of the modified Dutch auction
price range and the minimum aggregate tender condition to the second consideration choice is not met, the Holder will continue to hold the Securities subject to their existing terms.

*        *        *
    *        *

 July 17, 2014

Page 5

 The Company appreciates the assistance the Staff has provided. If you have any
questions, please do not hesitate to call me at (404) 885-3310 or Brink Dickerson at (404) 885-3822.

    Sincerely,

    /s/ Paul Davis Fancher

    Paul Davis Fancher

cc:
Rohit Kirpalani (Atlanticus Holdings Corporation)

W. Brinkley Dickerson, Jr. (Troutman Sanders LLP)

CORRESP
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		document

TROUTMAN SANDERS LLP

ATTORNEYS AT LAW

BANK OF AMERICA PLAZA

600 PEACHTREE STREET, N.E.—SUITE 5200

ATLANTA, GEORGIA 30308-2216

404-885-3000 TELEPHONE

www.troutmansanders.com

July 10, 2014

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:    Geoff Kruczek

Re:    Atlanticus Holdings Corporation

Schedule TO-I

Filed June 23, 2014

File No. 005-85199

Dear Mr. Kruczek:

This letter is being submitted in response to an oral comment received from Geoff Kruczek of the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) by telephone on July 9, 2014 (the “Oral Comment”) with respect to the Schedule TO-I filed with the Commission by Atlanticus Holdings Corporation (the “Company”) on June 23, 2014.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth the Oral Comment in bold typeface and include the Company’s response below it.  Capitalized terms used in this letter and not otherwise defined have the meanings given to them in the Offer to Purchase, dated June 23, 2014, which is attached as Exhibit (a)(1) to the Schedule TO-I filed by the Company on June 23, 2014 (the “Offer to Purchase”).  We also are sending a courtesy copy of this letter to you by Federal Express.

 ATLANTA    BEIJING    CHARLOTTE    CHICAGO    HONG KONG    NEW YORK    NORFOLK   ORANGE COUNTY   PORTLAND    RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH WASHINGTON, DC

TROUTMAN SANDERS

July 10, 2014

Page 2

1.

 Please provide your reasons for concluding that Exchange Act Rule 14e-5 does not apply to the proposed tender offer structure described in your response to comment 5 in our letter dated June 27, 2014.

Company Response:

We believe the proposed tender offer structure is subject to, and is fully compliant with, the requirements of Rule 14e-5 because (i) we are making a single tender offer for the Securities and, consistent with the rule, we will not make purchases of the Securities “except as part of the tender offer” and (ii) the proposed offer is consistent with the Commission’s public policy concerns underlying Rule 14e-5.

Rule 14e-5 provides that, as a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices in connection with a tender offer for equity securities, from the time of the announcement of a tender offer until it expires, no covered person may directly or indirectly purchase or arrange to purchase any equity security that is the subject of a tender offer “except as part of the tender offer.” The proposed structure presents the Holders with a single offer document giving the holder two choices as to how to participate in the offer-the holder may tender in a modified Dutch auction subject to no minimum tender amount or tender at a higher fixed price subject to a minimum aggregate tender amount.  Those two choices are part of a single offer that is fully compliant with the requirements of Rule 13e-4, including the all-holders and best-price requirements.  In that light, it is our view that purchases by the Company of tendered securities, regardless of whether tendered into the modified Dutch auction or the fixed price option, would be part of “the tender offer” as contemplated by Rule 14e-5.

We believe our position is consistent with several Commission releases.  In Release No. 34-42055 (October 22, 1999), pursuant to which Rule 10b-13 was amended and redesignated as Rule 14-e-5, the Commission indicated that the rule protects “investors by preventing an offeror from extending greater or different consideration to some security holders outside the offer, while other security holders are limited to the offer’s terms.”  [emphasis added] We believe this text makes clear that the rule was intended to limit the ability of the offeror to make purchases outside of a tender offer, such as ours, that is Williams Act-compliant, but was not intended to limit the number of choices that could be presented to holders within such a tender offer.  Further, in the adopting release for Rule 10b-13 (which was identical to Rule 14e-5 in all respects relevant to this letter), the Commission makes clear that the intent of the rule is to prohibit offers that are made on a private basis to the disadvantage of “public investors” (i.e., those to whom the public tender offer is made):

[M]oreover once the offer has been made, the rule removes any incentive on the part of the holders of substantial blocks of securities to demand from the person making a tender offer or exchange offer a consideration greater than or different from that currently offered to public investors. See Release No. 34-8712 (October 8, 1969) [emphasis added]

By its terms, Rule 14e-5 is intended to prevent fraudulent, deceptive or manipulative acts or practices in connection with a tender offer.  We do not believe that those concerns are implicated by our proposed tender offer structure.  We are not making different offers to some security holders that are not available to other security holders.  We are making one offer with two choices to all of the Holders of the Securities. Also, the protections of the tender offer rules-including the all-

TROUTMAN SANDERS

July 10, 2014

Page 3

holders and best-price requirements-apply to both choices under our proposed tender offer structure.

Therefore, we respectfully submit that the public policy concerns underlying Rule 14e-5 are not implicated by our proposed tender offer. To the contrary, if the Staff requires us to eliminate one of the choices that we propose to offer, the investors that the rule was intended to protect would be adversely affected by denying them optionality and possibly higher consideration for the Securities.

Moreover, we believe that our conclusion that the proposed offer is consistent with Rule 14e-5 is supported by Release No. 33-6653 (July 11, 1986), pursuant to which, among other things, the all-holders and best-price requirements were adopted.  In this release, the Commission states that a single tender offer can include the choice of alternative types of consideration.  In fact, the Commission states that “the types of consideration offered need not be substantially equivalent in value,” so long as security holders are “afforded the right to elect among all types of consideration offered.” This release further states that “the requirement that each alternative form of consideration must be offered to each security holder is not intended to prohibit a bidder or issuer from imposing limitations on the amount of each type of consideration that will be available for payment, if such limitations are disclosed and if a proration mechanism is employed in the case of oversubscription.”  Also, this release states that “[t]he Commission will not object if an offeror affords security holders an opportunity to elect to receive only one type of consideration in lieu of proration or to have ‘all or none’ of their shares accepted for payment.”  This release was promulgated after the adoption of Rule 10b-13, the predecessor to Rule 14e-5.

We believe the choices we would offer Holders are analogous to the different types of consideration described in Release No. 33-6653 that offerors can provide in a tender offer.  As is required in a tender offer providing for alternative types of consideration, we plan to afford all Holders the right to elect between the choices that we propose to offer in our tender offer. Further, the minimum aggregate tender condition to our fixed price choice is similar to a limitation on the amount of each type of consideration available for payment in a tender offer providing for alternative types of consideration.  Finally, the opportunity to elect to have “all or none” of a holder’s securities accepted for payment in an offer with alternative forms of consideration is similar to a Holder of the Securities tendering under the fixed price choice because the Holder would not have any of it Securities purchased if it did not receive its preferred consideration (i.e., the higher fixed price).

Further, we believe that we are making a single offer for the Securities and will not make purchases of the Securities “except as part of the tender offer.”  We believe that the integration doctrine is instructive on this point.  Although the integration doctrine was developed to determine whether registration under Section 5 of the Securities Act of 1933, as amended, is required or an exemption is available for an offering, we note that the analytical framework of the integration doctrine has been used to rebut the application of Rule 14e-5 to an issuer tender offer involving multiple transactions.

The integration doctrine provides an analytical framework for determining whether multiple securities transactions should be considered part of the same offering. In the 1960s, the Commission issued two interpretive releases identifying five factors to consider in determining whether two or more offerings should be integrated.  See Release No. 33-4434 (December 6, 1961) and Release No. 33-4552 (November 6, 1962); see also Release No. 33-7943 (January 26, 2001).

TROUTMAN SANDERS

July 10, 2014

Page 4

The five factors are whether (1) the different offerings are part of a single plan, (2) the offerings involve the same class of securities, (3) the offerings are made at or about the same time, (4) the same type of consideration is to be received, and (5) the offerings are made for the same general purpose.

We believe that the application of these factors to our tender offer supports the conclusion that the choices under our tender offer are part of one integrated offering and, thus, are consistent with Rule 14e-5. First, the two choices available under our proposed structure are part of a single plan and are available to all Holders.  Also, the two choices will be described in one set of integrated offering materials that are provided to all Holders.  Second, the two choices apply to the same Securities.  Third, the dates and times applicable to every aspect of the two choices are identical.  Fourth, cash is the type of consideration to be received under both choices.  Also, the Company will apply the best-price requirement to both choices; thus, the Company will pay the same amount of cash for all Securities purchased pursuant to the tender offer.  Fifth, the purchase of Securities under both choices is for the same general purpose-to reduce the principal amount of our outstanding indebtedness.

We also do not believe that there is any opportunity for misunderstanding or confusion on the part of the Holders.  The most recent round of Form 13F filings indicates that approximately 98% of the outstanding Securities are held by just 15 institutions.  Each of the institutions is a highly sophisticated investor with ample expertise to analyze the offer and reach an appropriate investment decision.

As we have previously referenced, we plan to describe our proposed tender offer structure in a supplement or amendment to the Offer to Purchase.  In order to clarify the point raised by this comment, we plan to describe the options available to Holders as choices, rather than offers, in such supplement or amendment.

*     *     *     *     *

TROUTMAN SANDERS

July 10, 2014

Page 5

The Company appreciates the assistance the Staff has provided with its comment.  If you have any questions, please do not hesitate to call me at (404) 885-3310 or Brink Dickerson at (404) 885-3822.

Sincerely,

/s/ Paul Davis Fancher

Paul Davis Fancher

cc:

 Rohit Kirpalani (Atlanticus Holdings Corporation)

 W. Brinkley Dickerson, Jr. (Troutman Sanders LLP)

CORRESP
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CORRESP

 ATLANTICUS HOLDINGS CORPORATION

July 2, 2014

 VIA EDGAR AND FEDERAL
EXPRESS

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:  Geoff Kruczek

Re:
Atlanticus Holdings Corporation

Schedule TO-I

Filed June 23, 2014

File No. 005-85199

 Atlanticus Holdings Corporation (the “Company”)
acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing captioned above;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing captioned
above; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely yours,

By:

 /s/ William R. McCamey

Name:

William R. McCamey

Title:

Chief Financial Officer & Treasurer

CORRESP
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CORRESP

 TROUTMAN SANDERS LLP

Attorneys at Law

 Bank of America
Plaza

 600 Peachtree Street NE, Suite 5200

Atlanta, Georgia 30308-2216

404.885.3000 telephone

troutmansanders.com

 July 2, 2014

VIA EDGAR AND FEDERAL EXPRESS

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Geoff Kruczek

Re:

 Atlanticus Holdings Corporation

Schedule TO-I

 Filed June 23, 2014

File No. 005-85199

 Dear Mr. Kruczek:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the “SEC”) set forth in your letter dated June 27, 2014 (the “Comment Letter”) with respect to the Schedule TO-I filed with the SEC by Atlanticus Holdings Corporation (the
“Company”) on June 23, 2014.

 We are authorized by the Company to provide the responses contained in this letter on its
behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.
The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter. Capitalized terms used in this letter and not otherwise defined have the meanings given to them in the Offer to Purchase, dated June 23, 2014,
which is attached as Exhibit (a)(1) to the Schedule TO-I filed by the Company on June 23, 2014 (the “Offer to Purchase”). We also are sending a courtesy copy of this letter to you by Federal Express.

ATLANTA     BEIJING     CHARLOTTE     CHICAGO     HONG
KONG     NEW YORK     NORFOLK     ORANGE COUNTY     PORTLAND

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS
CORNER     VIRGINIA BEACH     WASHINGTON, DC

 July 2, 2014

 Page 2

Schedule TO-I

 Item 10.

1.
We note that you have incorporated by reference the information required by Regulation M-A Item 1010(a)(1) and (2); however, it is unclear where you have disclosed the information required by
Item 1010(a)(3) and (4). Please revise to include such information. Additionally, please revise the offer document to include summary financial information, as described in Item 1010(c) of Regulation M-A, including the ratio of earnings to
fixed charges and pro forma information, if material. See Instruction 6 to Item 10 of Schedule TO and CDI I.H.7 in our July 2001 Supplement to the Manual of Publicly Available Telephone Interpretations.

Company Response:

Item 10 of Schedule TO (“Item 10”) requires that financial information be furnished pursuant to Item 1010
(a) and (b) of Regulation M-A for a tender offer only if the offeror’s financial condition is material to a security holder’s decision whether to tender or hold the securities that are subject to the tender offer. Summary
financial information contemplated by Item 1010(c) of Regulation M-A is required under Item 10 only if the full financial statements are required to be furnished and are instead incorporated by reference. The Company does not believe that
its financial condition is material to any Holder’s decision regarding the Offer, under the requirements of Item 10. Therefore, none of the financial information contemplated under Item 1010 of Regulation M-A is required to be filed
pursuant to Item 10.

 Instruction 1 of Item 10 states that “[t]he facts and circumstances of a tender
offer, particularly the terms of the tender offer, may influence a determination as to whether financial statements are material, and thus required to be disclosed.” The Regulation M-A adopting release (Release No. 33-7760,
34-42055; October 26, 1999) states that there are several factors that should be considered in determining whether financial statements are material. Several of those factors support the Company’s position that the financial
statements are not material. For example, the Offer does not relate to a potential change of control, the issuer is making the offer rather than a third party, and the Company has sufficient funds readily available to pay for any and all Securities
tendered.

 Moreover, Instruction 2 of Item 10 sets forth a “safe harbor” on which the Company is qualified
to rely. The instruction states that financial statements are not considered material when the consideration offered consists solely of cash, the offer is not subject to any financing condition, and the offeror is a public reporting company, under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that files reports electronically. The consideration specified in the Offer consists solely of cash. There is no financing condition and the loan
transaction with Bravo Ventures, LLC was fully in place prior to the filing of the Schedule TO. Furthermore, the

 July 2, 2014

 Page 3

 Company is a public reporting company under Section 13(a) of the
Exchange Act that files reports electronically.

 In addition, CDI I.H.7 in the SEC’s July 2001 Supplement to the
Manual of Publicly Available Telephone Interpretations states that “Instruction 6 is intended to make clear that when financial information is considered material, the disclosure materials disseminated to security holders must contain at least
summarized financial information.” Since the Company has concluded that its financial condition is not material under the requirements of Item 10, disclosure of summarized financial information is not required.

For the reasons set forth above, the Company respectfully submits the financial information outlined in Item 1010 of
Regulation M-A is not required pursuant to Item 10. The Company plans to restate the disclosure under Item 10 to so indicate.

2.
We note the reference to “not applicable” under (b). Please provide your analysis as to why the information in Item 1010(b) of Regulation M-A need not be disclosed. We note, for example, that if the
maximum amount is tendered, you will retire $100 million in debt while incurring only $42 million in debt.

 Company
Response:

 Please see our response to Comment 1 above.

Item 13. Information Required by Schedule 13E-3

3.
Please provide us your analysis of the applicability of Exchange Act Rule 13e-3 to this tender offer. Given the disclosure in the offer to purchase regarding the registration of the “Securities” on Form S-3
and the amount of “Securities” you are seeking to acquire, it is unclear whether a reporting obligation under Exchange Act Section 15(d) currently exists, but may end in connection with this tender offer.

Company Response:

Exchange Act Rule 13e-3 applies to any transaction or series of transactions that has or have a reasonable likelihood of
(a) causing an equity security to become eligible for termination of registration under the Exchange Act because there are no longer 300 or more record holders of such equity security or (b) causing any class of equity securities to be
eligible for delisting from a national securities exchange. Prior to the Offer, there were well below 300 record holders of the Securities (with recent Form 13F reports indicating that approximately 98% of the outstanding Securities are held by just
15 beneficial holders). Further, the Securities are not listed on any national securities exchange. Consequently, the Offer will not result in either (a) or (b) above, and Exchange Act Rule 13e-3 therefore does not apply.

 July 2, 2014

 Page 4

Offer to Purchase

4.
Given that the offer is set to expire at 11:59 p.m., it appears the offer will be open for less than 20 business days. See Rule 13e-4(a)(3), which defines “business day” as the period until 12:00 midnight.
Please revise so that the offer will be open for 20 full business days, or advise.

 Company Response:

The Company will revise the disclosure to provide for expiration of the Offer to occur at 12:00 midnight, New York City time,
on July 21, 2014, unless extended by the Company.

5.
We note that the “Price Range” is 20% of the lowest end of the range. Please provide support for the belief that the current Price Range is appropriate, including the additional amount you will pay if more
than $75 million is tendered. See Regulation M-A Item 1004(a).

 Company Response:

In response to Comments 5 and 6 and our conversation with the Staff, we propose modifying the structure of the tender offer as
described below. Under the proposed structure, the Company will make two contemporaneous offers to purchase the Securities, pursuant to one combined offer document. Holders will have the choice of participating in one of the two offers or in
neither. The first offer will be a modified dutch auction, whereby we will offer to purchase the Securities for a price not greater than $360 or less than $315 per $1,000 principal amount tendered. In the second offer, we will offer to purchase the
Securities for $420 per $1,000 principal amount tendered, subject to the condition that a minimum of $75 million in aggregate principal amount of the Securities are tendered pursuant to the two offers combined. All Securities purchased pursuant to
the offers will be at the same purchase price – either $420 or, if less than $75 million in aggregate principal amount of the Securities are tendered pursuant to the two offers combined, the price determined in the modified dutch auction, as
described in more detail below. Both offers will be subject to a maximum purchase amount of $100 million in aggregate principal amount of the Securities, with Securities tendered in both offers participating equally in proration. The proposed
structure will be described in a supplement or amendment to the Offer to Purchase. Also, in the event that an aggregate principal amount of $75 million or more of Securities are tendered at any time prior to the expiration of the offers, the Company
will make a prompt public announcement of this event.

 July 2, 2014

 Page 5

 Below is a description of the treatment of tendered
Securities, based on different aggregate amounts of Securities being tendered:

•

In the event that less than $75 million in aggregate principal amount of the Securities are tendered pursuant to the two offers combined, the Company will promptly (i) purchase all Securities tendered pursuant to
the first offer at the price determined by the modified dutch auction mechanism and (ii) return all Securities tendered pursuant to the second offer.

•

In the event that $75 million to $100 million in aggregate principal amount of the Securities are tendered pursuant to the two offers combined, the Company will purchase all Securities tendered pursuant to both offers
at $420 per $1,000 principal amount tendered.

•

In the event that more than $100 million in aggregate principal amount of the Securities are tendered pursuant to the two offers combined, the Company will promptly (i) purchase $100 million in aggregate principal
amount of the Securities at $420 per $1,000 principal amount tendered on a prorated basis and (ii) return the Securities tendered but not purchased because of proration.

We believe the mechanism for determining the purchase price under this proposed structure should be permitted because it
(i) complies with applicable rules and is not coercive or unfair, (ii) is in the best interests of Holders and (iii) is consistent with the Staff’s reasoning for allowing a modified dutch auction despite the fact that the final
price is not determined in such an offer until after the expiration of the offer.

 First, we note that Rule 13e-4(d)(1)
requires the offer document to specify the consideration being offered. Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) provide that a tender offer must remain open for at least ten business days from the date that notice of any increase or decrease in the
consideration offered is first published or sent to or given to the security holders. Rule 13e-4(f)(1)(ii) restricts the way an issuer may amend a tender offer and does not explicitly dictate any required disclosure, but the rule would appear to
imply that the disclosure must define the precise purchase price in some manner in order to determine when a change to the purchase price would implicate the rule.

We do not believe that the determination of the purchase price — pursuant to the clear and unambiguous method set forth in
a supplement or amendment to the Offer to Purchase — will be a change in the consideration offered within the meaning of Rule 13e-4(f)(1)(ii). The mechanism will remain fixed throughout the offer period. Further, we do not believe that this
proposed structure is coercive because it provides a Holder with the ability to (i) tender pursuant to the modified dutch auction at a price set by the Holder within the range, (ii) tender at a higher fixed price, conditioned upon a
minimum amount of Securities being tendered, or (iii) continue to hold the Securities.

 July 2, 2014

 Page 6

 Second, we believe that investor interests are better
served by allowing this proposed structure because it provides Holders the option to tender in the modified dutch auction or at a higher fixed price. Although the exact amount of the purchase price will not be determined until the expiration of the
offers, if a Holder is willing to accept a price in the modified dutch auction price range, the Holder will either receive its selected price or a higher price. If a Holder is unwilling to accept a price in the modified dutch auction price range but
willing to accept the price offered in the second offer, the Holder will either receive the price offered in the second offer or have its Securities returned.

Third, we believe that this proposed structure should be allowed for the same reasons that the Staff permits a modified dutch
auction tender offer despite the fact that the final price in such an offer is not determined until after the expiration of the offer. The Staff has a long-established interpretation of tender offer pricing rules that permit modified “dutch
auction” tender offers, so long as: (i) the offer materials disclose the minimum and maximum consideration to be paid per tendered security, (ii) there is pro rata acceptance throughout the offer with all securities participating
equally in prorating, (iii) withdrawal rights will exist throughout the offer period, (iv) there is prompt announcement of the purchase price, if determined prior to the expiration of the offer, and (v) the offeror purchases all
accepted securities at the highest price paid to any security holder under the offer.1 We believe the reasoning for allowing a modified “dutch auction” tender offer applies equally to
our proposed structure. Specifically, we note that (i) the supplement or amendment to the Offer to Purchase will state clearly and unambiguously the terms of the two offers and the mechanism for determining the purchase price, (ii) we will
seek and accept all validly tendered Securities in the offer or, to the extent that the amount tendered pursuant to both offers combined exceeds $100 million, all Holders that properly tender the Securities will participate equally in such
prorating, (iii) withdrawal rights will exist throughout the offer period, (iv) prior to the expiration of the offers, the Company will announce promptly if Securities in an aggregate principal amount of $75 million or more have been
tendered, and (v) all Securities purchased pursuant to the offers will be at the same purchase price.

 With respect to
the price range for the modified dutch auction, the Company plans to change the range from $300 — $360 to $315 — $360. Not only does this increase the lowest end in the range, it results in a price range that is 14.3% of the lowest end of
the range. We believe that this price range is consistent with the ranges that the Staff has allowed in a number of other modified dutch auction tender offers.

For the reasons set forth above, we believe that the proposed str

June 27, 2014

Via E -mail
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, NE, Suite 5200
Atlanta, GA  30308

Re: Atlanticus Holdings Corporation
 Schedule TO -I
Filed June 23, 2014
File No. 005 -85199

Dear Mr. Dickerson :

We have  limited our  review of your filing to the issues addressed in  the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Schedule TO -I

Item 10.

1. We note that you have incorporated by reference the information required by Regulation
M-A Item 1010(a)(1) and (2); however, it is unclear where you have disclosed the
information required by Item 1010(a)(3) and (4 ).  Please revise to include such
information.  Additionally, please revise  the offer document  to include summary financial
information, as described in Item 1010(c) of Regulation M -A, including the ratio of
earnings to fixed charges and pro forma information , if material .  See Instruction 6 to
Item 10 of  Schedule TO  and CDI I.H.7 in our July 2001 Supplement to the Manual of
Publicly Available Telephone Interpretations .

2. We note the reference to “not applicable” under (b).  Please provide your analysis as to
why the informatio n in Item 1010(b) of Regulation M -A need not be disclosed.  We note,

W. Brinkley Dickerson, Jr.
Troutman Sanders  LLP
June 27, 2014
Page 2

 for example, that if the maximum amount is tendered, you will retire $100 million in debt
while incurring only $42 million in debt.

Item 13.  Information Required by Schedule 13E -3

3. Please provide us your analysis of the applicability of Exchange Act Rule 13e -3 to this
tender offer.  Given the disclosure in the offer to purchase regarding the registration of
the “Securities” on Form S -3 and the amount of “Securities” you are seeking to ac quire, it
is unclear whether a reporting obligation under Exchange Act Section 15(d) currently
exists , but may end in connection with this tender offer.

Offer to Purchase

4. Given that the offer is set to expire at 11:59 p.m., it appears the offer will be open for less
than 20 business days.  See Rule 13e -4(a)(3), which defines “business day ” as the period
until 12:00 midnight.  Please revise so that the offer will be open for 20 full busin ess
days, or advise .

5. We note that the “Price Range ” is 20% of the lowest end of the range .  Please provide
support for the belief that the  current Price R ange  is appropriate , including the additional
amount you will pay if more than $75 million is tendered.  See Regulation M -A Item
1004(a).

6. We note that the Company will pay $420 per $1,000 principal amount if $75 million or
more is validly tendered and not withdrawn.  Given  that it appears the amount tendered
and not withdrawn will not be known until expiration of the offer, please tell us how this
offer term is consistent with Exchange Act Rules 13e -4(f)(1)(ii) and 14e -1(b).

Conditions to the Offer, page 10

7. We note the disclosure in the last paragraph of this section, which suggests that once an
offer condition is triggered, you must decide whether or not to waive the condition.  This
language seems to imply that the offeror reserves the right to simply fail to assert a
triggered offer condition and thus effectively waive it without officially doing so, and
such an act or practice appears to contravene Section 14(e).  Note that when a condition
is triggered and you decide to proceed with the offer anyway, we believe that this
decision constitutes a waiver of the triggered condition(s).  Please be advised that,
depending on the materiality of the waived condition and the number of days remaining
in the offer, you may be required to extend the offer and recirculate new discl osure to
shareholders  in order to ensure compliance with Section 14(e) .

8. In addition, when an offer condition is triggered by events that occur during the offer
period and before expiration of the offer, you should inform shareholders how you intend
to proceed promptly, rather than wait until the end of the offer period, unless the

W. Brinkley Dickerson, Jr.
Troutman Sanders  LLP
June 27, 2014
Page 3

 condition is one where satisfaction of the condition may be determined only upon
expiration.  Please confirm your understanding.

Material U.S. Federal Income Tax Consequences,  page 20

9. Please disclose all material federal income tax consequences, not just “certain” tax
consequences, as referenced in the first sentence.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Nicholas Panos , Senior Special Counsel, at  (202) 551-3266 or me at (202)
551-3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek

Geoff Kruczek
Attorney -Advisor
Office of Mergers & Acquisitions

July 11, 2012

Via E -mail
J. Paul Whitehead, III
Chief Financial Officer
CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400
Atlanta, GA 30328

Re: CompuCredit  Holdings Corporation
Form 10-K for the period ended December 31, 2011
Filed March  6, 2012
Form 10 -Q for the period ended March 31, 2012
Filed May 10, 2012
  File No. 00 0-53717

Dear Mr. Whitehead :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initia ted by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the S ecurities Exchange Act of 1934 and all applicable rules require.

Sincerely,

  /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant

CORRESP
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CORRESP

 COMPUCREDIT HOLDINGS CORPORATION

July 5, 2012

 VIA EDGAR
AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: John P. Nolan

Re:
CompuCredit Holdings Corporation

Form 10-K for the period ended December 31, 2011

Filed March 6, 2012

Form 10-Q for the period ended March 31, 2012

Filed May 10, 2012

File No. 000-53717

CompuCredit Holdings Corporation (the “Company”) acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings under the Securities Exchange Act of 1934, as amended;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the
“Commission”) from taking any action with respect to the filings; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Sincerely yours,

/s/ J.Paul Whitehead, III

J.Paul Whitehead, III

Chief Financial Officer

CORRESP
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CORRESP

 July 5, 2012

 FOIA CONFIDENTIAL TREATMENT REQUESTED

 This letter omits confidential information
included in the unredacted version of this letter

 that was delivered to the Staff. Redacted information is reflected with an
“*.”

 VIA EDGAR AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: John P. Nolan

Re:
CompuCredit Holdings Corporation

Form 10-K for the period ended December 31, 2011

Filed March 6, 2012

Form 10-Q for the period ended March 31, 2012

Filed May 10, 2012

File No. 000-53717

 Dear Mr. Nolan:

 This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the
United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated June 21, 2012 (the “Comment Letter”) to J.Paul Whitehead, III, Chief Financial Officer of CompuCredit Holdings Corporation (the
“Company”), with respect to the above-referenced SEC filings.

 We are authorized by the Company to provide the
responses contained in this letter on its behalf. The terms “we,” “us,” and “our” in the responses refer to the Company. For your convenience, we set forth each comment from the Comment Letter in bold typeface and
include the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter. We also are sending a courtesy copy of this letter to you by Federal Express.

Because of the commercially sensitive nature of certain information contained herein, this submission is accompanied by a request for
confidential treatment for a portion of this letter. We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations (the “FOIA Office”) in connection with the confidential treatment request, pursuant
to Rule 83 of the SEC’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”).

 Confidential Treatment Requested by CompuCredit Holdings Corporation

CHC - 001

 Securities and Exchange Commission

 July 5, 2012

 Page 2

 For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the
version filed via EDGAR and for which the Company is requesting confidential treatment.

 In accordance with Rule 83, the
Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of this response letter (this “Letter”) and (b) the accompanying Request (collectively, the “Confidential
Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the Request for
confidential treatment in accordance with Rule 83.

 In accordance with Rule 83, this Letter also has been clearly marked with
the legend “Confidential Treatment Requested by CompuCredit Holdings Corporation” and each page is marked for the record with the identifying numbers and code “CHC – 001” through “CHC – 010.”

December 31, 2011 Form 10-K

General

1.
Please tell us in detail and revise future filings to present financial information in your MD&A related to your coal mining operation. Additionally, please
revise your financial statements in future filings to disclose your accounting policies related to your coal mining operation and tell us how you considered whether these activities represent a reportable segment.

Company Response:

 Our coal mining operation does not represent a material aspect of our business, and we do not believe that further discussion of this operation would be meaningful to the readers of our financial
statements. The notes to the financial statements provide on page F-7 of the Form 10-K as follows:

 One such investment was a
lending arrangement to a start-up coal strip mine operation located in the state of Alabama, and in late 2011, the lending arrangement was modified to give us a controlling interest in the entity, resulting in its consolidation onto our financial
statements as of December 31, 2011.

 This investment represents a non-core operation of our specialty
finance business, the consolidation of this operation results exclusively as a result of a debt work-out, and the operation currently is not expected to be a meaningful ongoing operation for us. As of December 31, 2011, the coal mining
operation owed $3.5 million in principal under its

 Confidential Treatment Requested by CompuCredit Holdings Corporation

CHC - 002

 Securities and Exchange Commission

 July 5, 2012

 Page 3

outstanding note payable to us. Because of the work-out status of this note, we currently are consolidating the coal mining
operation’s $2.0 million of total assets as of December 31, 2011, which represented 0.3% of our total assets on that date. Further, the operation is not producing any meaningful revenues, and its results of operations represent less than
0.4% of our combined reported profit of all operating segments that did not report a loss.

 When determining
whether the coal mining operation represented a segment, we followed the guidance prescribed by ASC 280-10-50-1, which states that an operating segment must have the following three characteristics:

a.
It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of
the same public entity).

b.
Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment
and assess its performance.

c.
Its discrete financial information is available.

 Although the coal mining operation does have the characteristics set forth in (a) and (c) above, it is lacking the characteristic set forth in (b) above. Given that the operation represents
a work-out loan that is not material to our overall specialty finance business and is not an operation with respect to which we expect to have long-term involvement, its operating results are not regularly reviewed by our chief operating decision
maker. Further, the investment would not meet the quantitative thresholds prescribed in ASC 280-10-50-12 as referenced above.

 We intend to continue to monitor the coal mining operation and to increase disclosures associated with the operation (including providing separate segment disclosures as applicable) at such time, if any,
that it becomes material to our financial statements.

 Adjusted Charge-Off Ratio, page 21

2.
Your adjusted charge-off ratio appears to be a non-GAAP financial measure as defined by Item 10(e) of Regulation S-K. Please revise future filings to:

a.
Clearly label this financial measure as non-GAAP;

b.
Provide a reconciliation to the most directly comparable financial measure presented in accordance with GAAP for all periods presented; and

 Confidential Treatment Requested by CompuCredit Holdings Corporation

CHC - 003

 Securities and Exchange Commission

 July 5, 2012

 Page 4

c.
Disclose the reasons why you believe this presentation provides useful information to investors and specify how management uses this measure.

 Company Response:

 We do not believe that our adjusted charge-off ratio is a non-GAAP financial measure. The Company corresponded with the Staff about this matter in 2002 and 2003. (See our comment letter response dated
April 22, 2003.) The Company also received a similar comment from the Staff in a letter dated September 6, 2007. In our response letter dated September 27, 2007, the Company communicated the results of its 2002 and 2003 dialogue with
the Staff and the rationale for conclusions that the adjusted charge-off ratio (and other similar financial, operating and statistical ratios included in the Company’s Credit Cards Segment and Auto Finance segment tabular data within
management’s discussion and analysis of the Company’s results) is not a non-GAAP financial measure. In neither of our prior interactions with the Staff did the Staff express any further disagreement with our determination that our adjusted
charge-off ratio was not a non-GAAP financial measure.

 Under Rule 101(a)(2) of Regulation G, a non-GAAP
financial measure does not include “operating and other financial measures and ratios or statistical measures” calculated using GAAP financial measures and operating and other non-GAAP financial measures. Our adjusted charge-off ratio
falls within this exception from the definition of non-GAAP financial measure. Essentially, the adjusted charge-off ratio is calculated by dividing the accounting basis of principal receivables charged off (i.e., such basis reflecting discounted
purchase prices of certain purchased receivables portfolios) by average managed receivables for the quarter. The accounting basis of principal receivables charged off is a GAAP financial measure that is used to determine two line items on the
Company’s consolidated statements of operations: (1) the Provision for losses on loans and fees receivable recorded at net realizable value; and (2) Losses upon charge off of loans and fees receivable recorded at fair value.

 Because we operate in the financial industry, some of the relevant measures of productivity and effectiveness
regularly will be dollar-denominated and financial in nature. Nonetheless, as with measures of productivity and effectiveness in other industries, the adjusted charge-off ratio is an operating and financial measure and ratio or statistical measure
determined as permitted by Rule 101(a)(2). Our adjusted charge-off ratio is analogous to the per mile cost of a seat for an airline or a cost per unit produced for a manufacturer—both of which are based upon underlying GAAP data combined with
other data.

 Further, we believe that the adjusted charge-off ratio also is not non-GAAP because of the
exception provided by Rule 101(a)(3) of Regulation G, which excludes from the definition of non-GAAP Financial Measures “financial measures required to be

 Confidential Treatment Requested by CompuCredit Holdings Corporation

 CHC - 004

 Securities and Exchange Commission

 July 5, 2012

 Page 5

disclosed by . . . Commission rules. . . .” Full disclosure of our financial performance requires, or at least may require, the
inclusion of this ratio. We believe this is consistent with the SEC’s stated position that merely providing GAAP information may not be sufficient. We believe that Rule 10b-5 requires, or at least may require, disclosure of the adjusted
charge-off ratio, thereby bringing it within the exclusion from the definition provided in Rule 101(a)(3). We believe that this ratio is necessary for readers to compare our financial performance to that of our credit card and auto finance peer
groups. Thus, certain readers of our financial statements would consider this ratio material to an understanding of our financial performance.

 Because we do not believe that our various MD&A financial, operating, and statistical tabular data are non-GAAP measures, we do not believe that Item 10 of Regulation S-K is applicable.

 Note 2. Significant Accounting Policies and Consolidated Financial Statement Components – Investments in Previously Charged-Off
Receivables, page F-10

3.
Please revise future filings to clarify how you recognize revenue on a portfolio after cash collections exceed your investment. For example, do you recognize revenue
on a cash, accrual, or some other basis.

 Company Response:

In future filings we will revise the language to read as follows:

Further, we record each static pool at cost and account for each pool as a single unit for payment application and income recognition
purposes, thereby applying the cost recovery method on a portfolio-by-portfolio basis. Under the cost recovery method, we do not recognize income associated with a particular portfolio until cash collections have exceeded the investment. Once cash
collections exceed each particular static pool investment, we include them in revenue as we receive them. These revenues are included in our Fees and related income on earning assets in the accompanying statement of operations.

Note 6. Investments in Equity-Method Investees, page F-19

4.
Please tell us in detail and revise future filings to fully and clearly disclose all the relevant facts and circumstances related to your 50.0% interest in a joint
venture that in March 2011 purchased the outstanding notes issued out of your U.K. portfolio structured financing trust at fair value. Your response to us and your disclosure should include, but not be limited to, the following information:

 Confidential Treatment Requested by CompuCredit Holdings Corporation

CHC - 005

 Securities and Exchange Commission

 July 5, 2012

 Page 6

-
Whether your joint venture partner is a related party and if so, the name the related party.

-
The face value and estimated fair value of the notes purchased and how the price of the notes was determined.

-
The amount of notes purchased that were held by related parties.

-
The nature of and estimated fair value of consideration provided to the holders of the notes. We note on page F-32, you disclose that no consideration was paid for
the notes.

-
You disclose the joint venture purchased the notes at fair value in the quarter ended March 31, 2011 and subsequently recognized a $34.2 million gain in the
same quarter. Please explain in detail why the fair value of the notes increased so significantly shortly after you purchased them.

 Company Response:

 In future filings we will disclose the
following within our Investments in Equity-Method Investees section:

 We also use the equity method to account for our March
2011 investment to acquire a 50.0% interest in a joint venture with an unrelated third party that purchased all $164.0 million in face amount) of the outstanding notes issued out of the structured financing trust underlying our U.K. portfolio of
credit card receivables (the “U.K. Portfolio”) for a discounted purchase price of $64.5 million in cash, a price that the joint venture partners determined to be attractive based on a discounted cash flow analysis of the remaining expected
payments on the notes (all of which were allocable to the class “A” portion of the outstanding notes given that no payments were expected associated with the class “B” portion of the outstanding notes thereby rendering them
worthless). At the time of their acquisition by the joint venture, we carried the notes as a liability on our consolidated balance sheet at their fair value of $98.7 million. The 50.0%-owned joint venture elected to account for its investment in the
U.K. Portfolio structured financing notes at their fair value, and it recognized a $34.2 million gain (of which our 50% share represented $17.1 million) in the three months ended March 31, 2011 equal to the excess of the fair value of the notes
at that date over the joint venture’s discounted purchase price of the notes. We record our respective interests in the income or losses of our equity-method investees within the equity in income (loss) of equity-method investees category on
our consolidated statements of operations.

 Confidential Treatment Requested by CompuCredit Holdings Corporation

CHC - 006

 Securities and Exchange Commission

 July 5, 2012

 Page 7

With respect to the Staff’s comment regarding “no consideration was paid for the notes” above, this
particular disclosure on page F-32 of the Form 10-K is directed toward class “B” notes issued out of the U.K. Portfolio structured financing trusts and held in part by certain related parties (as discussed in detail in Note 18,
“Related Party Transactions,” to our consolidated financial statements on page F-33 of the Form 10-K

June 21, 2012

Via E -mail
J. Paul Whitehead, III
Chief Financial Officer
CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400
Atlanta, GA 30328

Re: CompuCredit  Holdings Corporation
Form 10-K for the period ended December 31, 2011
Filed March  6, 2012
Form 10 -Q for the period ended March 31, 2012
Filed May 10, 2012
  File No. 00 0-53717

Dear Mr. Whitehead :

We have reviewed your filing and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will pr ovide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identif ies new or revised disclosures.   If you do not believe our comments apply to your
facts and circumstan ces, please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

December 31, 2011 Form 10 -K

General

1. Please tell us in detail and revise future filings to present financial information in your
MD&A related to your coal mining operation.  Additionally, please revise your financial
statements in future filings to disclose your accounting policies related to your coal
mining operation and tell us how you considered whether these activities represent a
reportable segment.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 21, 2012
Page 2

 Adjusted Charge -Off Ratio, page 21

2. Your adjusted charge -off ratio appears to be a non-GAAP finan cial measure as defined
by Item 10(e) of Re gulation S -K.  Please revise future filings to:

a. Clearly label this financial measure as non -GAAP;

b. Provide a reconciliation to the most directly comparable financial measure presented
in accordance with GAAP for all periods presented; and

c. Disclose the r easons why you believe this presentation provides useful information to
investors and specify how management uses this measure.

Note 2. Significant Accounting Policies and Consolidated Financial Statement Components –
Investments in Previously Charged -Off Receivables, page F -10

3. Please revise future filings to clarify how you recognize revenue on a portfolio after cash
collections exceed your investment.  For example, do you recognize revenue on a cash,
accrual, or some other basis.

Note 6.  Investments in Equity -Method Investees, page F -19

4. Please tell us in detail and revise future filings to fully and clearly disclose all the relevant
facts and circumstances related to your 50.0% interest in a joint venture that in March
2011 purchased the  outstanding notes issued out of your U.K. portfolio structured
financing trust  at fair value.  Your response to us and your disclosure should include, but
not be limited to, the following information:

- Whether your joint venture partner is a related party  and if so, the name the related
party.
- The face value and estimated fair value of the notes purchased and how the price of
the notes was determined.
- The amount of notes purchased that were held by related parties.
- The nature of and estimated fair value of  consideration provided to the holders of the
notes.  We note on page F -32, you disclose that no consideration was paid for the
notes.
- You disclose the joint venture purchased the notes at fair value in the quarter ended
March 31, 2011 and subsequently rec ognized a $34.2 million gain in the same
quarter.  Please explain in detail why the fair value of the notes increased so
significantly shortly after you purchased them.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 21, 2012
Page 3

 Note 8. Fair Value of Assets and Liabilities, page F -20

5. Please revise future filings to separately disclose purchases, issuances, and settlements in
your roll forward of level 3 assets measured at fair value on a recurring basis.  Refer to
ASC 820 -10-50-2.c.2.

6. Please revise future filings to provide a breakdown of Loans and fees r eceivable pledged
as collateral under structured financings, at fair value by structured financing.

March 31, 2012 Form 10 -Q

General

7. We note your disclosure on page 24 that you sold late -stage delinquent credit card
accounts during the quarter ended Mar ch 31, 2012.  Please revise your MD&A in future
filings to disclose the recorded investment in these receivables at the transaction date and
the gain or loss recorded.  Also, tell us why you present these receivables as charged -off
during the quarter and p rovide any supporting accounting guidance for this treatment.

             We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 21, 2012
Page 4

             In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Volley  at 202-551-3437 or me at 202-551-3492 with any
questions .

Sincerely,

  /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant

December 7, 2010
 J. Paul Whitehead, III Chief Financial Officer
CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400 Atlanta, GA  30328

Re: CompuCredit Holdings Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009  Form 10-Q for the Quarterly Period Ended June 30, 2010
Form 10-Q for the Quarterly Period Ended September 30, 2010
 File No. 000-53717
Dear Mr. Whitehead:
 We have completed our review of your fili ngs and do not have any further comments at
this time.

 Sincerely,

 Paul Cline Senior Accountant

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PAUL DAVIS FANCHER

404.885.3310 Telephone

404-962-6755  Fax

paul.fancher@troutmansanders.com

TROUTMAN

SANDERS

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

404.885.3900 facsimile

troutmansanders.com

December 3, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Paul Cline

Re:

CompuCredit Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended June 30, 2010

Form 10-Q for the Quarterly Period Ended September 30, 2010

File No. 000-53717

Dear Mr. Cline:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated November 24, 2010 (the “Comment Letter”) to J.Paul Whitehead, III, Chief Financial Officer of CompuCredit Holdings Corporation (the “Company”), with respect to the above-referenced SEC filings.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.  We also are sending a courtesy copy of this letter to you by Federal Express.

ATLANTA      CHICAGO      HONG KONG      LONDON      NEW YORK      NEWARK      NORFOLK      ORANGE COUNTY

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC

Mr. Paul Cline

December 3, 2010

Page 2

June 30, 2010 Form 10-Q

Investments in Previously Charged-Off Receivables, page 9

1.

We note your response and revised disclosure related to comment 5b in your letter dated November 10, 2010.  Please tell us why there is no remaining basis in balance transfer accounts at the time of card issuance since it appears that you make a payment to acquire these previously charged-off receivables.

Company Response:

The Company will revise its disclosure of this information in future filings.  The additional disclosures will be included in Note 2, “Significant Accounting Policies and Condensed Consolidated Financial Statement Components”:

For balance transfer program accounts, we include receivables in the above table until such time that the accounts qualify for a credit card issuance under the program.  Per the terms of this card offering, the consumer must make qualifying payments prior to the issuance of a credit card under the program.  These qualifying payments exceed the cost basis in the balance transfer accounts. As such, under our Investments in Previously Charged-Off Receivables segment’s cost recovery method, there is no remaining basis in such balance transfer program accounts at the time of card issuance.  Upon card issuance, all further activity with respect to the accounts (e.g. cardholder purchases, payments, receivables levels, cash flows, finance charges and fee income and charge-off activities) is reported within our Credit Cards segment, with the exception of any cash flows representing further repayment of the acquired contractual charged-off balance, which continue to be reported as cash collections and cost-recovery method income in the above table.

September 30, 2010 Form 10-Q

2.

Please revise future filings to present the gain from the litigation settlement in a line item other than fees and related income on earning assets or tell us why you believe that is an appropriate presentation and provide supporting accounting guidance.  It appears that a more appropriate presentation would be in other operating income.

Company Response:

In future filings, the Company will present gain from litigation settlement in other income.

*     *     *     *     *

The Company appreciates the assistance the Staff has provided with its comments.  If you have any questions, please do not hesitate to call me at (404) 885-3310 or Brink Dickerson at (404) 885-3822.

Sincerely,

/s/Paul Davis Fancher

Paul Davis Fancher

cc:           J.Paul Whitehead, III (CompuCredit Holdings Corporation)

W. Brinkley Dickerson (Troutman Sanders LLP)

November 24, 2010
 J. Paul Whitehead, III Chief Financial Officer
CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400 Atlanta, GA  30328

Re: CompuCredit Holdings Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009  Form 10-Q for the Quarterly Period Ended June 30, 2010
Form 10-Q for the Quarterly Period Ended September 30, 2010
 File No. 000-53717
Dear Mr. Whitehead:
 We have reviewed your response letter da ted November 10, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            June 30, 2010 Form 10-Q

 Investments in Previously Ch arged-Off Receivables, page 9

1. We note your response and revised disclosure related to comment 5b in your letter dated
November 10, 2010.  Please tell us why there is no remaining basis in balance transfer
accounts at the time of card issu ance since it appear s that you make a payment to acquire
these previously charged-off receivables.

J. Paul Whitehead, III CompuCredit Holdings Corporation November 24, 2010 Page 2

September 30, 2010 Form 10-Q

2. Please revise future filings to present the gain  from the litigation se ttlement in a line item
other than fees and related inco me on earning assets or tell us why you believe that is an
appropriate presentation and provide supporting accounting guidance.  It appears that a more appropriate presentation would be  in other operating income.
 You may contact Michael Volley, Staff Acc ountant, at (202) 551- 3437, or me at (202)
551-3851 if you have questions.
 Sincerely,

 Paul Cline Senior Accountant

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PAUL DAVIS FANCHER

404.885.3310 Telephone

404-962-6755  Fax

paul.fancher@troutmansanders.com

TROUTMAN

SANDERS

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

404.885.3900 facsimile

troutmansanders.com

November 10, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Paul Cline

Re:

CompuCredit Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended June 30, 2010

File No. 000-53717

Dear Mr. Cline:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated October 27, 2010 (the “Comment Letter”) to J.Paul Whitehead, III, Chief Financial Officer of CompuCredit Holdings Corporation (the “Company”), with respect to the above-referenced SEC filings.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.  We also are sending a courtesy copy of this letter to you by Federal Express.

ATLANTA      CHICAGO      HONG KONG      LONDON      NEW YORK      NEWARK      NORFOLK      ORANGE COUNTY

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC

Mr. Paul Cline

November 10, 2010

Page 2

December 31, 2008 Form 10-K

Note 9. Fair Value of Assets, page F-33

1.

We note your response to comment 7 in your letter dated June 25, 2010.  We could not locate your disclosure of the information required by ASC 825-10-50-30.  Please revise to disclose this information in future filings or tell us where you disclose the information.

Company Response:

The Company will disclose this information in future filings.  The Company expanded its fair value disclosures in the notes to its consolidated financial statements to add the following information in Note 9, “Fair Values of Assets and Liabilities,” in the September 30, 2010 Form 10-Q filed November 5, 2010 on pages 22 and 23:

Gains and losses associated with fair value changes for the above asset classes are detailed on our fees and related income on earning assets table within Note 2, “Significant Accounting Policies and Condensed Consolidated Financial Statement Components.”  All interest and dividend income associated with the above asset classes are recognized as earned and are included within total interest income on our condensed consolidated statements of operations.  For our Level 1 assets in the above table, total net gains were $0.1 million and $0.3 million for the three and nine months ended September 30, 2010, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2009, respectively, all of which are included as a component of fees and related income on earning assets on our condensed consolidated statements of operations.  For our loans and fees receivable included in the above table, which represent liquidating portfolios closed to any possible re-pricing, we assess the fair value of these assets based on our estimate of future cash flows net of servicing costs, and to the extent that such cash flow estimates change from period to period, any such changes are considered to be attributable to changes in instrument-specific credit risk.

* * *

Gains and losses associated with fair value changes for the above liability class are detailed on our fees and related income on earning assets table within Note 2, “Significant Accounting Policies and Condensed Consolidated Financial Statement Components.”  For our liabilities included in the above table, which represent notes payable associated with our structured financings of liquidating portfolios of credit card receivables, we assess the fair value of these liabilities based on our estimate of future cash flows generated from their underlying credit card receivables collateral, net of servicing compensation required under the note facilities, and to the extent that such cash flow estimates change from period to period, any such changes are considered to be attributable to changes in instrument-specific credit risk.

Mr. Paul Cline

November 10, 2010

Page 3

5.875% Convertible Senior Notes Due 2035, page F-38

2.

We note your response to comment 10 in your letter dated June 25, 2010.  Please revise future filings to disclose the information included in your response to comments 10a and 10b.

Company Response:

The Company will disclose this information in future filings.  The Company added the following information, included in the Company’s response to comments 10a and 10b from the June 25, 2010 response letter, in the September 30, 2010 Form 10-Q filed November 5, 2010 in Note 10, “Convertible Senior Notes and Notes Payable,” on pages 25 and 26:

In conjunction with the 5.875% convertible senior notes due 2035 offering, we entered into a thirty-year share lending agreement with Bear, Stearns International Limited (“BSIL”) and Bear, Stearns & Co. Inc, as agent for BSIL, pursuant to which we lent BSIL 5,677,950 shares of our common stock that we exclude from all earnings per share computations and for which we received a fee upon consummation of the agreement of $0.001 per loaned share. The obligations of Bear Stearns were assumed by JP Morgan in 2008.  JP Morgan (as the guarantor of the obligation) is required to return the loaned shares to us at the end of the thirty-year term of the share lending agreement or earlier upon the occurrence of specified events.  Such events include the bankruptcy of JP Morgan, its failure to make payments when due, its failure to post collateral when required or return loaned shares when due, notice of its inability to perform obligations, or its untrue representations.   If an event of default occurs, then the borrower (JP Morgan) may settle the obligation in cash.  Further, in the event that JP Morgan’s credit rating drops below A/A2, it would be required to post collateral for the market value of the lent shares ($10.9 million based on the 2,252,388 of shares remaining outstanding under the share lending arrangement as of September 30, 2010).  JP Morgan has agreed to use the loaned shares for the purpose of directly or indirectly facilitating the hedging of our convertible senior notes by the holders thereof or for such other purpose as reasonably determined by us.  We deem it highly remote that any event of default will occur and therefore cash settlement, while an option, is an unlikely scenario.

3.

We note your response to comment 10c in your letter dated June 25, 2010.  Please revise future filings to disclose the fair value of outstanding loaned shares as of the balance sheet date.

Company Response:

The Company will disclose this information in future filings.  The Company expanded its disclosures in Note 10, “Convertible Senior Notes and Notes Payable,” on page 25 in the September 30, 2010 Form 10-Q filed November 5, 2010 to include this data as noted in the response to Comment 2, above.

Mr. Paul Cline

November 10, 2010

Page 4

June 30, 2010 Form 10-Q

Note 2. Significant Accounting Policies and Condensed Consolidated Financial Statement Components

Loans and Fees Receivable, page 7

4.

We note your response to comments 13 and 16 in your letter dated June 25, 2010.  Please revise future filings to report charge-offs related to receivables measured at fair value using the fair value option in a line item separate from the provision for loan losses on loans measured at net realizable value.  Also clearly discuss the relationship between the charge-offs reported and the fair value adjustments presented in fees and related income on earning assets line item.

Company Response:

The Company will disclose this information in future filings.  The Company included charge offs related to receivables measured at fair value using the fair value option as a separate line item on the consolidated statements of operations in the September 30, 2010 Form 10-Q filed November 5, 2010.  Additionally, the Company modified the disclosure under the table detailing the components of fees and related income on earning assets in Note 2, “Significant Accounting Policies and Condensed Consolidated Financial Statement Components,” on page 12 to disclose that the charge offs are excluded from the changes in fair value of loans and fees receivable recorded at fair value category on that table.

Investments in Previously Charged-Off Receivables, page 9

5.

We note your response to comment 3 in your letter dated June 25, 2010 and your revised disclosure.  Please tell us and include appropriate revisions in future filings to include the following:

a.

Please clarify the basis for not eliminating upon consolidation the previously charged-off receivables that you purchased from other subsidiaries.

b.

Please clarify how amounts transferred to credit cards under the balance transfer program are presented in this table and where those amounts are disclosed subsequent to being transferred under the program.

Company Response:

The Company will disclose this information in future filings.  The Company revised its disclosure in the September 30, 2010 Form 10-Q filed November 5, 2010 to address the Staff’s comments in 5a and 5b.  The additional disclosures are included in Note 2, “Significant Accounting Policies and Condensed Consolidated Financial Statement Components,” on page 9:

Although we eliminate all intercompany profits associated with these purchases, we do not eliminate the corresponding purchases from our condensed consolidated balance sheet categories so as to better reflect the ongoing business operations of each of our reportable segments and because the amounts represent just 1.0% of our consolidated total assets.

For balance transfer program accounts, we include receivables in the above table until such time that the accounts qualify for a credit card issuance under the program.  Under our Investments in Previously Charged-Off Receivables segment’s cost recovery method, there is no remaining basis in such balance transfer program accounts at the time of card issuance.  Upon card issuance, all further activity with respect the accounts (e.g. cardholder purchases, payments, receivables levels, cash flows, finance charge and fee income and charge-off activities) is reported within our Credit Cards segment, with the exception of any cash flows representing further repayment of the acquired contractual charged-off balance, which continue to be reported as cash collections and cost-recovery method income in the above table.

*     *     *     *     *

The Company appreciates the assistance the Staff has provided with its comments.  If you have any questions, please do not hesitate to call me at (404) 885-3310 or Brink Dickerson at (404) 885-3822.

Sincerely,

/s/Paul Davis Fancher

Paul Davis Fancher

cc:           J.Paul Whitehead, III (CompuCredit Holdings Corporation)

W. Brinkley Dickerson (Troutman Sanders LLP)

October 27, 2010
 J. Paul Whitehead, III Chief Financial Officer
CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400 Atlanta, GA  30328

Re: CompuCredit Holdings Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009  Form 10-Q for the Quarterly Period Ended June 30, 2010  File No. 000-53717
Dear Mr. Whitehead:
 We have reviewed your response letter dated June 25, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            December 31, 2008 Form 10-K

 Note 9. Fair Value of Assets, page F-33

1. We note your response to comment 7 in your letter dated June 25, 2010.  We could not
locate your disclosure of the information required by ASC 825-10-50-30.  Please revise
to disclose this information in future filings  or tell us where you disc lose the information.

5.875% Convertible Senior Notes Due 2035, page F-38

2. We note your response to comment 10 in your letter dated June 25, 2010.  Please revise
future filings to disclose the information included in your response to comments 10a and
10b.

J. Paul Whitehead, III CompuCredit Holdings Corporation October Page 2

3. We note your response to comment 10c in your  letter dated June 25, 2010.  Please revise
future filings to disclose the fair value of outstanding loaned shares as of the balance sheet date.
June 30, 2010 Form 10-Q

 Note 2. Significant Accounting Policies and Co ndensed Consolidated Financial Statement
Components
 Loans and Fees Receivable, page 7

4. We note your response to comments 13 and 16 in  your letter dated J une 25, 2010.  Please
revise future filings to repor t charge-offs related to receivables measured at fair value
using the fair value option in a line item se parate from the provision for loan losses on
loans measured at net realizable value.  Al so clearly discuss the relationship between the
charge-offs reported and the fair value adjust ments presented in fees and related income
on earning assets line item.

Investments in Previously Ch arged-Off Receivables, page 9

5. We note your response to comment 3 in your letter dated June 25, 2010 and your revised
disclosure.  Please tell us and include appropria te revisions in future filings to include the
following:
 a. Please clarify the basis for not eliminati ng upon consolidation the previously charged-
off receivables that you purchased from other subsidiaries.

b. Please clarify how amounts transferred to  credit cards under th e balance transfer
program are presented in this table and wh ere those amounts are disclosed subsequent
to being transferred under the program.
 You may contact Michael Volley, Staff Acc ountant, at (202) 551- 3437, or me at (202)
551-3851 if you have questions.
 Sincerely,

 Paul Cline Senior Accountant

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COMPUCREDIT HOLDINGS CORPORATION

June 25, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:           Michael Seaman

Re:

CompuCredit Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

Form 8-K Filed April 2, 2010

File No. 000-53717

CompuCredit Holdings Corporation (the “Company”) acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings under the Securities Exchange Act of 1934, as amended;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

/s/J.Paul Whitehead, III

J.Paul Whitehead, III

Chief Financial Officer

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PAUL DAVIS FANCHER

404.885.3310 Telephone

404-962-6755  Fax

paul.fancher@troutmansanders.com

TROUTMAN

SANDERS

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

404.885.3900 facsimile

troutmansanders.com

June 25, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:           Michael Seaman

Re:

CompuCredit Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

Form 8-K Filed April 2, 2010

File No. 000-53717

Dear Mr. Seaman:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated June 7, 2010 (the “Comment Letter”) to J.Paul Whitehead, III, Chief Financial Officer of CompuCredit Holdings Corporation (the “Company”), with respect to the above-referenced SEC filings.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.  We also are sending a courtesy copy of this letter to you by Federal Express.

ATLANTA      CHICAGO      HONG KONG      LONDON      NEW YORK      NEWARK      NORFOLK      ORANGE COUNTY

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC

Mr. Michael Seaman

June 25, 2010

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2009

General

1.

Please consider the comment letters issued and requested disclosure enhancements in connection with the Purpose Financial Holdings, Inc. Form 10 in determining appropriate level of disclosures in future filings of CompuCredit Holdings Corporation.

Company Response:

In addition to the Company’s expanded disclosures for the business segments represented by Purpose Financial Holdings, Inc. both in its Form 10-K for the year ended December 31, 2009 and its Form 10-Q for the period ended March 31, 2010, which comport with the disclosures in the Form 10 and Staff comments received to date thereon, the Company will continue to consider any future Form 10 Staff comments in connection with its future filings.

Item 1.  Business

Investments in Previously Charged-Off Receivables Segment, page 5

2.

Please revise to disclose they key features and other additional information regarding your balance transfer program, allowing an investor to understand how the program impacts your current and future operating results and trends.

Company Response:

At March 31, 2010, loans and fees receivable associated with the balance transfer program represented less than 1.8% of the Company’s consolidated loans and fees receivable.  Nonetheless, to the extent applicable the Company will include disclosure to the following effect in its future filings:

Through our Investments in Previously Charged-Off Receivables segment, as market conditions and other factors justify, we acquire and sell previously charged-off credit card receivables and apply our collection expertise to the receivables we own.  Additionally, we solicit accounts to participate in our balance transfer program whereby we offer potential customers a credit card product in exchange for payments made on outstanding charged-off debt that we either have purchased or have agreed to purchase upon acceptance of the offer terms.  As consumers pay down their existing outstanding debt balance we increase the amount of available credit

Mr. Michael Seaman

June 25, 2010

Page 3

under the credit card product.  The initial costs of this program are relatively low when compared to our traditional credit card offerings and we anticipate growing this product at a moderate pace during the coming quarters.  Currently this product offering represents less than 1.8% of our consolidated loans and fees receivable.

3.

You disclose that most of this segment’s acquisitions have been comprised of previously charged-off receivables from the credit card receivables you own and the securitization trusts you service.

a.

Please confirm that the inter-company transactions between this segment and the Credit Cards segments are appropriately eliminated in consolidation.

b.

Please revise your disclosure in future filings to clearly describe the source of this segment’s receivables considering that your securitization trusts are now on-balance-sheet and therefore purchases of charged-off receivables from these trusts are inter-company transactions and presumably are eliminated.

Company Response:

In consolidating the controlling interests in all of the Company’s consolidated subsidiaries, the Company properly eliminates all material intercompany transactions that occur between all subsidiaries that are consolidated within the Company’s financial statements (including all material intercompany Investment in Previously Charged-Off Receivables segment subsidiary purchases of charged-off receivables from consolidated subsidiaries that comprise the Company’s Credit Cards segment).

The intercompany profits associated with the Company’s Investment in Previously Charged-Off Receivables segment’s assets that it purchased from consolidated subsidiaries within the Credit Cards segment and held at March 31, 2010 comprised less than 1% of the Company’s consolidated total assets at March 31, 2010. Moreover, the Company eliminates such profits in determining its earnings.  Nonetheless, to the extent applicable the Company will include disclosure to the following effect in future filings:

Previously charged-off receivables held as of June 30, 2010 principally are comprised of:  normal delinquency charged-off accounts purchased from outside third parties as well as certain of our consolidated subsidiaries; charged-off accounts associated with Chapter 13 Bankruptcy-related debt; and charged-off accounts acquired through this segment’s balance transfer program prior to such time as credit cards are issued relating to the program’s underlying accounts. At June 30, 2010, $[XX] million of our investments in previously charged-off receivables balance was

Mr. Michael Seaman

June 25, 2010

Page 4

comprised of previously charged-off receivables that our Investments in Previously Charged-Off Receivables segment purchased from our other consolidated subsidiaries, and in determining our net income or loss as reflected on our consolidated statements of operations, we eliminate all material intercompany profits that are associated with these transactions.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Equity Compensation Plan Information

4.

In future filings, please provide the information required by Item 201(d) of Regulation S-K under Item 12 of Form 10-K rather than Item 5. See Regulation S-K Compliance and Disclosure Interpretation 106.01 for additional information.

Company Response:

In future filings, the Company will provide the information required by Item 201(d) of Regulation S-K under Item 12 of Form 10-K rather than Item 5.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-6

5.

Please reconcile for us the retained interests adjustments, net amount recorded as a reconciling adjustment in the operating section of your statement of cash flows to the securitization related amounts reported in your income statement.  Revise future filings to clearly explain the relationship between these amounts.

Company Response:

Because of the January 1, 2010 consolidation of all of the Company’s credit card securitization trusts onto its balance sheet, there will be no need for any future reconciliations.  This noted, the retained interests adjustments, net line item on the Company’s consolidated statements of cash flows for 2009 and 2008 is directly analogous to the provision for loan losses add-back to net loss in those years—both such amounts being necessary to determine net cash provided by operating activities. Specifically, the provision for loan losses with respect to credit card receivables that have not been securitized is a non-cash charge to earnings and must be adjusted or added back to net loss in 2009 and 2008 to determine the Company’s net cash provided by operating activities. Similarly, the retained interests adjustments, net line item with respect to retained interests in securitized credit card receivables is also an adjustment or add-back to 2009 and 2008 net losses for all non-cash charges to earnings corresponding with losses on the securitized credit card receivables underlying the Company’s former retained interests assets.

Mr. Michael Seaman

June 25, 2010

Page 5

In contrast, the Company’s losses on retained interest in credit card receivables securitized on its 2009 and 2008 consolidated statements of operations essentially equals the net of (1) non-cash losses on the Company’s retained interests in credit card receivables securitized associated with losses on those receivables (i.e., the retained interests adjustments, net line item on the Company’s consolidated statements of cash flows), and (2) finance charge and fee income, net of costs of funds, associated with the Company’s securitized credit card receivables, the cash collections of which should be and are properly reflected as a reduction of the Company’s 2009 and 2008 net losses in its consolidated statements of operations.

To summarize, the primary (and only material) difference between the losses on retained interest on the Company’s consolidated statements of operations and the retained interests adjustments, net amount reflected as an addition (or add-back) to the Company’s 2009 and 2008 net losses in determining the Company’s cash flows provided by operations is the cash collections of the Company’s finance charge and fee receivables (net of payments for costs of funds) associated with its securitized credit card receivables. Such cash collections of the Company’s finance charge and fee receivables (net of payments for costs of funds) represent the only component of the Company’s losses on retained interests from the Company’s consolidated statements of operations that should affect the Company’s net cash provided by operating activities. Accordingly, it is necessary to adjust the Company’s 2009 and 2008 net losses to add back and remove from such net losses all components of the Company’s losses on retained interest except for the finance charge and fee collections (net of payments for costs of funds); all of these other components represent non-cash items. This add-back is analogous to the provision for loan losses add-back that applies to the Company’s non-securitized loans and fees receivable before 2010 and to the Company’s previously securitized credit card receivables in all post-2009 periods given the Company’s consolidation of its securitization trusts effective January 1, 2010. This add-back also produces comparable and identical effects on the Company’s net cash provided by operating activities with respect to the Company’s credit card receivables, both before and after the consolidation of the Company’s securitization trusts onto its balance sheet.

Note 8.  Securitizations and Structured Financings, page F-26

6.

Please tell us in detail and revise future filings to disclose the facts and circumstances related to the gain of $114 million recognized as a result of your purchase of $264 million of securitization facility notes for $150 million. Specifically describe the reasons the trust decided to cancel the notes, the cash flows associated with cancelling the notes and the calculation of the gain. Describe the basis for any significant accounting judgments.

Mr. Michael Seaman

June 25, 2010

Page 6

Company Response:

The following explanation is provided to address this Staff comment and (except for the bracketed explanatory language below) an explanation similar to this also will be incorporated into or cross-referenced within the discussions of this transaction in the Company’s future filings:

Based on inquiries from an unrelated party that held the notes (with a face amount of $264 million) under a six-year term facility issued within our upper-tier originated portfolio master trust, an opportunity arose for us to repurchase the notes for $150 million in cash consideration, which represented a discount to the face amount of the notes. Upon completion of the transaction, and in recognition of the fact that we also owned the residual or retained interest in the upper-tier originated portfolio master trust, we sought to combine the purchased notes with our owned retained interest in the trust through cancellation of the notes by the trust. The cancellation of the notes by the trust increased our retained interest in the trust by the amount of collateral allocable to the cancelled series. Hence, we accounted for the transaction as a contribution of the notes (a “financial asset”) to our upper-tier originated portfolio master trust in exchange for retained interests in the trust, thereby generating a securitization gain equal to the difference between the face amount of the contributed notes ($264 million) and their fair value ($150 million). [Because the transaction occurred pursuant to a negotiated transaction between disinterested parties, the accounting for the transaction required no significant accounting judgments. That is to say that the fair value of the notes was the $150 million paid for the notes in cash and the face amount of the notes was known at $264 million, resulting in a securitization gain computation of $114 million. From the trust’s perspective, the retirement or cancellation of the notes was a perfunctory administrative exercise similar to any bond issuer’s repurchase of its bonds and retirement of those bonds.]

Upon retirement of the notes by the trust, cash flow activities associated with the securitization trust continued in the ordinary course (e.g., the trust continued to draw under variable funding notes to the extent of any excess collateral maintained within the securitization trust and to collect payments on the underlying credit card receivables, and the trust continued to make distributions of cash to the transferor and other beneficial interest holders and to make payments to the servicer in accordance with governing trust documents). Moreover, the accounting for our retained interests in the securitization trust also continued in the ordinary course. In determining the fair value of our residual interests after the completion of the transaction, we applied our usual valuation model, considering only the underlying credit card receivables and remaining outstanding securitization notes after the transaction. Resulting changes in the fair value of our retained interests at the end of the relevant reporting period (as in all reporting periods) were included within the losses on retained interest in credit card receivables securitized subcategory of our loss on securitized earning assets category (the same category that included the $114 million securitization gain associated with the notes’ repurchase and contribution to the trust) on our 2010 consolidated statement of operations.

Note 9.  Fair Values of Assets, page F-33

7.

Please revise to disclose in future filings or tell us where you disclose the information required by ASC 825-10-50-28 and 30 related to your fair value opti

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PAUL DAVIS FANCHER

404.885.3310 Telephone

404-962-6755  Fax

paul.fancher@troutmansanders.com

TROUTMAN

SANDERS

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

404.885.3900 facsimile

troutmansanders.com

June 17, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:   Michael Seaman

Re:         CompuCredit Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

Form 8-K Filed April 2, 2010

File No. 000-53717

Dear Mr. Seaman:

CompuCredit Holdings Corporation (the “Company”) has received and hereby acknowledges receipt of the comment letter dated June 7, 2010 (the “Comment Letter”) provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”), with respect to the above-referenced SEC filings.

The Company is working expeditiously to respond to the Comment Letter.  However, in order to address fully the comments contained in the Comment Letter, the Company respectfully requests an extension of time to respond.  The Company currently plans to respond to the Comment Letter no later than June 25, 2010.

Thank you for your consideration of our request for an extension.  If you have any questions, please do not hesitate to call me at (404) 885-3310 or Brinkley Dickerson at (404) 885-3822.

Very truly yours,

/s/ Paul Davis Fancher

Paul Davis Fancher

cc:           J.Paul Whitehead, III (CompuCredit Holdings Corporation)

W. Brinkley Dickerson, Jr. (Troutman Sanders LLP)

ATLANTA      CHICAGO      HONG KONG      LONDON      NEW YORK      NEWARK      NORFOLK      ORANGE COUNTY

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

June 7, 2010
   J. Paul Whitehead, III Chief Financial Officer CompuCredit Holdings Corporation Five Concourse Parkway, Suite 400 Atlanta, GA  30328

Re: CompuCredit Holdings Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009  Form 10-Q for the Quarterly Period Ended March 31, 2010  Form 8-K Filed April 2, 2010  File No. 000-53717
Dear Mr. Whitehead:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in  your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosures.  In some of our comm ents, we may ask you
to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 General

 1. Please consider the comment letters issued and requested disclosure enhancements in connection with the Purpose Financial Holdings, Inc. Form 10 in
determining appropriate level of disclosu res in future filings of CompuCredit
Holdings Corporation.
 Item 1.  Business

 Investments in Previously Charged- Off Receivables Segment, page 5

 2. Please revise to disclose they key fe atures and other additional information
regarding your balance tran sfer program, allowing an investor to understand how
the program impacts your current and future operating results and trends.

3. You disclose that most of this segmen t’s acquisitions have been comprised of
previously charged-off receivables from the credit card receivables you own and
the securitization trus ts you service.

a. Please confirm that the inter-company tr ansactions between this segment and
the Credit Cards segments are appropri ately eliminated in  consolidation.

b. Please revise your disclosure in future f ilings to clearly describe the source of
this segment’s receivables considering that your securitization trusts are now
on-balance-sheet and therefore purchases  of charged-off receivables from
these trusts are inter-company transactio ns and presumably are eliminated.

Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 Equity Compensation Plan Information

 4. In future filings, please provide the information required by Item 201(d) of
Regulation S-K under Item 12 of Form 10-K rather than Item 5.  See Regulation
S-K Compliance and Disclosure Interpretation 106.01 for additional information.
 Item 8.  Financial Statements and Supplementary Data

 Consolidated Statements of Cash Flows, page F-6

 5. Please reconcile for us the re tained interests adjustments, net amount recorded as
a reconciling adjustment in the operating section of your statement of cash flows

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 3
to the securitization related amounts reported in your income statement.  Revise future filings to clearly  explain the relationship between these amounts.

Note 8.  Securitizations and St ructured Financings, page F-26

6. Please tell us in detail and revise futu re filings to disclose the facts and
circumstances related to the gain of $114 million recognized as a result of your
purchase of $264 million of securitizati on facility notes for $150 million.
Specifically describe the reasons the trus t decided to cancel the notes, the cash
flows associated with cancelling the not es and the calculati on of the gain.
Describe the basis for any significant accounting judgments.

Note 9.  Fair Values of Assets, page F-33

7. Please revise to disclose in future fi lings or tell us where you disclose the
information required by ASC 825-10-50-28 and 30 related to your fair value
option election for your lower-tier credit card receivables at December 31, 2009
and your newly consolidated credit card receivables and related debt facilities at
March 31, 2010.
Valuations and Techniques for Assets Measured  at Fair Value on a Recurring Basis, page
F-34
 8. Based on the disclosure throughout your fili ng regarding the nature of your loss
on retained interests in credit card receivables securitized, it appears that a significant amount of the $686,384 reported as  a decrease in securitized earning
assets due to settlements in the level 3 roll forward would be more appropriately
presented as losses during the period (net  revaluations of retained earnings).
Please tell us why you believe  your presentation is appr opriate or revise future
filings accordingly.  Refer to ASC 820-10-50-2.
 Note 13.  Convertible Senior Notes, page F-38

 9. Please provide us your calculation of the gains recorded in connection with the
repurchase of your convertible senior  notes in 2008 and explain how the
calculation is consistent with the guidance in ASC 470-20-40-20 (formerly
paragraph 21 of FSP APB 14-1).

5.875% Convertible Senior Notes Due 2035, page F-38

10. Please revise to disclose the following information related to your share lending
agreement.

a. The circumstances under which cash settlement would be required.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 4
 b. Any requirements for BSIL to provide collateral.

c. The fair value of the outstanding loaned shares as of the balance sheet date.

d. The unamortized amount and classification of the debt issuance costs at the
balance sheet date.

e. The amount of interest cost recognized relating to the amortization of the debt
issuance cost for the periods presented.

Refer to paragraph 8 of EITF 09-1.
 11. Please revise to disclose the amount of interest cost recognized for the periods presented relating to both the contractua l interest coupon and amortization of the
discount on the liability component.  Refer to ASC 470-20-50-6b (formerly
paragraph 33a of FSP APB 14-1).
 Item 15.  Exhibits, Financial Statement Schedules

 12. Please tell us why the documents memo rializing your contractual relationship
with Urban Trust Bank have not been f iled with the Commission and included as
exhibits to your Form 10-K.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

 Significant Accounting Policies and Condens ed Consolidated Financial Statement
Components

Loans and Fees Receivable, page 7

13. Please tell us why the amount of provision for loan losses in the roll-forward of
the allowance for uncollectible loans and fees receivable does not agree to the
amount of the provision for loan losses pr esented in the income statement.
 Note 10.  Convertible Senior Notes and Notes Payable

Notes Payable (Associated with Structured  Financings, at Fair Value), page 18

14. We note that structured financing notes secured by your credit card receivables
have very low weighted average interest  rates (1.9%, 3.7%, 2.5%, 2.9%).  Please
tell us in detail and revise future filings  to explain the key characteristics of the
notes and any other key factor that im pact the interest rates on the notes.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 5  Three Months Ended March 31, 2010, Compared to Three Months Ended March 31,
2009

Gain on Repurchase of Convertible Senior Notes, page 27

15. Please provide us your calculation of the gains recorded in connection with the
repurchase of your convertible notes dur ing the quarter and explain how the
calculation is consistent with the guidance in ASC 470-20-40-20 (formerly
paragraph 21 of FSP APB 14-1).

Provision for Loan Losses, page 27

16. You disclose that the increase in the provision for loan losses is almost
exclusively due to the conso lidation of your formerly off- balance-sheet credit card
receivable securitizations  onto your balance sheet pur suant to accounting rule
changes effective as of January 1, 2010.  You also disclose that you elected the
fair value option to measure these form erly off-balance-sheet credit card
receivables at fair value th rough earnings.  Please tell us why you have recorded a
provision for loan losses for your new on- balance-sheet receivables considering
that they are measured at fair value and do not have an allowance for loan losses.

Form 8-K Filed April 2, 2010

17. We note that the schedules and exhibits have been omitted from the amended and
restated note purchase agr eement filed as Exhibit 10.1 to the Form 8-K.  Please
amend the Form 8-K to file the note purchase agreement in its entirety.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a

J. Paul Whitehead, III
CompuCredit Holdings Corporation June 7, 2010 Page 6  statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Michael Volley, Staff Accountant, at ( 202) 551-3437, or Paul
Cline, Senior Accountant, at (202) 551-3851 if you have ques tions regarding any matters
relating to the financial statements and related matters.  Please contact Michael Seaman at (202) 551-3366 or me at (202) 551- 3698 with any other questions.

Sincerely,

Mark Webb
Legal Branch Chief

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BRINKLEY DICKERSON

404.885.3822 telephone

404.962.6743 facsimile

brink.dickerson@troutmansanders.com

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE, Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

troutmansanders.com

February 12, 2010

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Daniel F. Duchovny, Esq.

Division of Corporate Finance

RE:
CompuCredit Holdings Corporation

Schedule TO-I filed January 28, 2010

File No. 005-85119

Dear Mr. Duchovny:

On behalf of CompuCredit Holdings Corporation (the “Company,” “we,” “us” or “our” ), we have set forth herein the Company’s responses to the comments contained in the comment letter, dated February 1, 2010 (the “Comment Letter”),
from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), with respect to the Schedule TO-I filed by the Company on January 28, 2010 (File No. 005-85119) (as amended by Amendment No. 1 to Schedule TO-I filed on January 29, 2010, the “Schedule TO-I”).

To assist the Staff, we are providing the Staff with marked copies of the amendments to the Schedule TO-I, marked to show the changes effected by Amendment No. 2 to the Schedule TO-I in response to comments of the Staff. The headings and numbered paragraphs below correspond to the headings
and numbered paragraphs of the Comment Letter.

We respond to the specific comments of the Staff as follows:

Offer to Purchase

Conditions to the Offers – Page 17

Securities and Exchange Commission

February 12, 2010

Page 2

Comment No. 1:

We note your disclosure in the second paragraph of this section that refers to “CompuCredit’s rights to terminate . . . the Offers in its sole discretion . . .”  Please clarify what rights you believe you have to terminate the offer in your sole discretion.  It
is our position that you are only able to terminate the offers on the basis of a failed condition; otherwise the offer may be considered illusory.  Please revise to clarify.

Response:

The Company has clarified the meaning of the disclosure on page 17 by revising the subject language as follows:

“Subject to applicable law and notwithstanding any other provision of the Offers, CompuCredit shall not be required to accept for purchase, or to pay for, any tendered Notes if any of the following have occurred on or prior to the Expiration Date:”

Comment No. 2:

Please refer to condition (5).  A tender offer may only be subject to conditions that are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.  The referenced condition appears to be so broad as to possibly make the offer illusory.  Please delete
or revise to describe the event(s) to which you are referring, so that security holders will have the ability to objectively determine whether the condition has been triggered.

Response:

The Company has revised condition (5) to read as follows:

“CompuCredit shall have learned that any change or changes have occurred or are threatened in the business, financial condition, properties, assets, income, operations or prospects of CompuCredit that, in the reasonable judgment of CompuCredit, has or could have a material adverse effect on CompuCredit
or the benefits of the Offers to CompuCredit.”

Comment No. 3:

Refer to the disclosure in the last paragraph of this section relating to your failure to exercise any of the rights described in this section.  This language suggests that once an offer condition is triggered, you must decide whether or not to waive the condition.  Note that when a condition is triggered and you decide
to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered conditions(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders.  You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so.  Please confirm your understanding
supplementally.

Securities and Exchange Commission

February 12, 2010

Page 3

Response:

The Company hereby confirms its understanding that if a condition is triggered and the Company decides to proceed with the offers anyway, this constitutes a waiver of the triggered condition.  The Company hereby confirms that, depending on the materiality of the waived condition and the number of days remaining in the offers,
the Company may be required to extend the offers and recirculate new disclosure to security holders; it may not simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so.

Comment No. 4:

Please see our comment above.  When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the bidder should inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction
of the condition may be determined only upon expiration.  Please confirm the company’s understanding in your response letter.

Response:

The Company hereby confirms its understanding that if an offer condition is triggered by events that occur during the offer period and before the expiration of the offers the Company will inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction
of the condition may be determined only upon expiration of the offers.

Certain United States Federal Income Tax Considerations – Page 24

Comment No. 5:

Provide an analysis supporting the legend relating to Treasury Department Circular 230 at the top of page 25 and on page 9 of the letter of transmittal or delete the legends.

Response:

The Company has deleted the legend relating to Treasury Department Circular 230 included in the Offer to Purchase and the Letter of Transmittal.

*           *           *           *           *

Securities and Exchange Commission

February 12, 2010

Page 4

We appreciate the assistance the Staff has provided with its comments on our filings.  We will be pleased to respond promptly to any requests for additional information or material that we may provide in

order to facilitate your review.  If you have any questions please do not hesitate to call Monica Richey at (404) 885-3622 or me at (404) 885-3822.

Very truly yours,

/s/ W. Brinkley Dickerson, Jr.

Enclosures

cc:           Nick Panos (SEC)

J.Paul Whitehead, III (CompuCredit)

Rohit Kirpalani (CompuCredit)

William McCamey (CompuCredit)

Monica Richey (Troutman)

COMPUCREDIT HOLDINGS CORPORATION

February 12, 2010

CompuCredit Holdings Corporation acknowledges that:

●

The Company is responsible for the adequacy and accuracy of the disclosure in its filings under the Securities Exchange Act of 1934, as amended;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

●

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

/s/ J.Paul Whitehead, III

J.Paul Whitehead, III

Chief Financial Officer

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    t67028c_corresp.htm

BRINKLEY DICKERSON

404.885.3822 telephone

404.962.6743 facsimile

brink.dickerson@troutmansanders.com

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE, Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

troutmansanders.com

February 12, 2010

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Daniel F. Duchovny, Esq.

Division of Corporate Finance

RE:
CompuCredit Holdings Corporation

Schedule TO-I filed January 28, 2010

File No. 005-85119

Dear Mr. Duchovny:

On behalf of CompuCredit Holdings Corporation (the “Company,” “we,” “us” or “our” ), we have set forth herein the Company’s responses to the comments contained in the comment letter, dated February 1, 2010 (the “Comment Letter”),
from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), with respect to the Schedule TO-I filed by the Company on January 28, 2010 (File No. 005-85119) (as amended by Amendment No. 1 to Schedule TO-I filed on January 29, 2010, the “Schedule TO-I”).

To assist the Staff, we are providing the Staff with marked copies of the amendments to the Schedule TO-I, marked to show the changes effected by Amendment No. 2 to the Schedule TO-I in response to comments of the Staff. The headings and numbered paragraphs below correspond to the headings
and numbered paragraphs of the Comment Letter.

We respond to the specific comments of the Staff as follows:

Offer to Purchase

Conditions to the Offers – Page 17

Securities and Exchange Commission

February 12, 2010

Page 2

Comment No. 1:

We note your disclosure in the second paragraph of this section that refers to “CompuCredit’s rights to terminate . . . the Offers in its sole discretion . . .”  Please clarify what rights you believe you have to terminate the offer in your sole discretion.  It
is our position that you are only able to terminate the offers on the basis of a failed condition; otherwise the offer may be considered illusory.  Please revise to clarify.

Response:

The Company has clarified the meaning of the disclosure on page 17 by revising the subject language as follows:

“Subject to applicable law and notwithstanding any other provision of the Offers, CompuCredit shall not be required to accept for purchase, or to pay for, any tendered Notes if any of the following have occurred on or prior to the Expiration Date:”

Comment No. 2:

Please refer to condition (5).  A tender offer may only be subject to conditions that are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.  The referenced condition appears to be so broad as to possibly make the offer illusory.  Please delete
or revise to describe the event(s) to which you are referring, so that security holders will have the ability to objectively determine whether the condition has been triggered.

Response:

The Company has revised condition (5) to read as follows:

“CompuCredit shall have learned that any change or changes have occurred or are threatened in the business, financial condition, properties, assets, income, operations or prospects of CompuCredit that, in the reasonable judgment of CompuCredit, has or could have a material adverse effect on CompuCredit
or the benefits of the Offers to CompuCredit.”

Comment No. 3:

Refer to the disclosure in the last paragraph of this section relating to your failure to exercise any of the rights described in this section.  This language suggests that once an offer condition is triggered, you must decide whether or not to waive the condition.  Note that when a condition is triggered and you decide
to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered conditions(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders.  You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so.  Please confirm your understanding
supplementally.

Securities and Exchange Commission

February 12, 2010

Page 3

Response:

The Company hereby confirms its understanding that if a condition is triggered and the Company decides to proceed with the offers anyway, this constitutes a waiver of the triggered condition.  The Company hereby confirms that, depending on the materiality of the waived condition and the number of days remaining in the offers,
the Company may be required to extend the offers and recirculate new disclosure to security holders; it may not simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so.

Comment No. 4:

Please see our comment above.  When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the bidder should inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction
of the condition may be determined only upon expiration.  Please confirm the company’s understanding in your response letter.

Response:

The Company hereby confirms its understanding that if an offer condition is triggered by events that occur during the offer period and before the expiration of the offers the Company will inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction
of the condition may be determined only upon expiration of the offers.

Certain United States Federal Income Tax Considerations – Page 24

Comment No. 5:

Provide an analysis supporting the legend relating to Treasury Department Circular 230 at the top of page 25 and on page 9 of the letter of transmittal or delete the legends.

Response:

The Company has deleted the legend relating to Treasury Department Circular 230 included in the Offer to Purchase and the Letter of Transmittal.

*           *           *           *           *

Securities and Exchange Commission

February 12, 2010

Page 4

We appreciate the assistance the Staff has provided with its comments on our filings.  We will be pleased to respond promptly to any requests for additional information or material that we may provide in

order to facilitate your review.  If you have any questions please do not hesitate to call Monica Richey at (404) 885-3622 or me at (404) 885-3822.

Very truly yours,

/s/ W. Brinkley Dickerson, Jr.

Enclosures

cc:           Nick Panos (SEC)

J.Paul Whitehead, III (CompuCredit)

Rohit Kirpalani (CompuCredit)

William McCamey (CompuCredit)

Monica Richey (Troutman)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 1, 2010

Via Facsimile (404) 962-6743 and U.S. Mail
 W. Brinkley Dickerson, Jr., Esq. Troutman Sanders LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, GA  30308

Re: CompuCredit Holdings Corporation
Schedule TO-I filed January 28, 2010
File No. 005-85119

Dear Mr. Dickerson, Jr.:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Offer to Purchase

Conditions to the Offers – Page 17
1. We note your disclosure in the second paragraph of this section that refers to
“CompuCredit’s rights to terminate . . . the Offers in its sole discretion . . . “  Please clarify what rights you believe you have to terminate the offer in your sole discretion.  It is our position that you are only able to terminate the offers on the basis of a failed condition; otherwise the offer may be considered illusory.  Please revise to clarify.
2. Please refer to condition (5).  A tender offer may only be subject to conditions that are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.  The referenced condition appears to be so broad as to possibly make the offer illusory.  Please delete or revise to describe the event(s) to which you are

W. Brinkley Dickerson, Jr., Esq.
Troutman Sanders LLP
February 1, 2010 Page 2
referring, so that security holders will have the ability to objectively determine whether the condition has been triggered.
3. Refer to the disclosure in the last paragraph of this section relating to your failure to exercise any of the rights described in this section.  This language suggests that once an offer condition is triggered, you must decide whether or not to waive the condition.  Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders.  You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without  officially doing so.  Please confirm your
understanding supplementally.
4. Please see our comment above.  When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the bidder should inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration.  Please confirm the company’s understanding in your response letter.
 Certain United States Federal Income Tax Considerations, page 24

5. Provide an analysis supporting the legend relating to Treasury Department Circular 230 at the top of page 25 and on page 9 of the letter of transmittal or delete the legends.
 Closing Information

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the bidder is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.     In connection with responding to our comments, please provide, in writing, a statement from the issuer acknowledging that:

W. Brinkley Dickerson, Jr., Esq.
Troutman Sanders LLP February 1, 2010 Page 3
• the bidder is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
• the bidder may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please direct any questions to me at (202) 551-3619.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.          S i n c e r e l y ,             Daniel F. Duchovny         Special Counsel         Office of Mergers & Acquisitions