Rent-A-Center, Inc. (NASDAQ/NGS:RCII) (“Rent-A-Center” or the
“Company”), a leader in the rent-to-own industry, and Vintage
Capital Management, LLC (“Vintage Capital”), a private and public
equity investor with a controlling interest in Buddy’s Newco LLC
d/b/a Buddy’s Home Furnishings (“Buddy’s”), a privately-held
rent-to-own company, today announced that both the Company and
Buddy’s received a Request for Additional Information and
Documentary Materials (commonly known as a “Second Request”) from
the Federal Trade Commission (“FTC”) in connection with the pending
acquisition of Rent-A-Center by affiliates of Vintage Capital (the
“Merger”). The Second Request was issued under notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”).
The effect of the Second Request is to extend the current
waiting period imposed by the HSR Act until 30 days after
Rent-A-Center and Buddy’s have substantially complied with the
request, unless that period is extended voluntarily by the parties
or terminated sooner by the FTC. Rent-A-Center and Buddy’s continue
to cooperate fully with the FTC. The parties intend to complete the
Merger as soon as practicable following receipt of regulatory
clearance from the FTC. The Company and Vintage Capital currently
expect the Merger to close during the first quarter of 2019.
The special meeting of Rent-A-Center’s stockholders to approve
the Merger remains scheduled for Tuesday, September 18, 2018.
About Rent-A-Center, Inc.
A rent-to-own industry leader, Plano, Texas-based,
Rent-A-Center, Inc., is focused on improving the quality of life
for its customers by providing them the opportunity to obtain
ownership of high-quality, durable products such as consumer
electronics, appliances, computers, furniture and accessories,
under flexible rental purchase agreements with no long-term
obligation. The Company owns and operates approximately 2,350
stores in the United States, Mexico, Canada and Puerto Rico, and
approximately 1,250 Acceptance Now kiosk locations in the United
States and Puerto Rico. Rent-A-Center Franchising International,
Inc., a wholly owned subsidiary of the Company, is a national
franchiser of approximately 250 rent-to-own stores operating under
the trade names of “Rent-A-Center,” “ColorTyme,” and “RimTyme.” For
additional information about the Company, please visit its website
at www.rentacenter.com.
About Vintage Capital Management, LLC
Vintage is a value-oriented, operations-focused, private and
public equity investor specializing in the consumer, aerospace and
defense, and manufacturing sectors. Vintage is the controlling
shareholder of Buddy’s Newco LLC d/b/a Buddy’s Home Furnishings, a
privately-held rent-to-own company with approximately 300
company-owned and franchised locations across the U.S. and Guam.
For additional information about Vintage, please visit
www.vintcap.com. For additional information about Buddy’s, please
visit www.buddyrents.com.
Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements with
respect to the proposed Merger, the benefits of the proposed
Merger, and the anticipated timing of consummation of the proposed
Merger. Forward-looking statements can be generally identified by
the use of words such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “intends,”
“continue,” “will,” “could,” “should,” or the negative thereof or
variations thereon or similar terminology. These statements reflect
only the Company’s current expectations and are not guarantees of
future performance or results. Forward-looking information involves
risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied in, or
reasonably inferred from, such statements. Specific factors that
could cause actual results to differ from results contemplated by
forward-looking statements include, among others, the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Company’s merger agreement with Vintage
Capital; unknown, underestimated or undisclosed commitments or
liabilities; the inability to complete the Merger due to the
failure to obtain stockholder approval of the Merger or the failure
to satisfy other conditions to completion of the Merger, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; risks regarding
the failure of certain affiliates of Vintage Capital to obtain the
necessary debt and/or equity financing to complete the Merger;
risks relating to operations of the business and financial results
of the Company if the merger agreement is terminated; risks related
to disruption of management’s attention from the Company’s ongoing
business operations due to the Merger; the effect of the pending
Merger on the Company’s relationships with third parties, including
its employees, franchisees, customers, suppliers, business partners
and vendors, which make it more difficult to maintain business and
operations relationships, and may negatively impact the operating
results of the four core business segments and business generally;
the risk that certain approvals or consents will not be received in
a timely manner or that the Merger will not be consummated in a
timely manner; adverse changes in U.S. and non-U.S. governmental
laws and regulations; and the impact of any adverse legal
judgments, fines, penalties, injunctions or settlements with
respect to any Merger-related litigation.
Therefore, caution should be taken not to place undue reliance
on any such forward-looking statements. We assume no obligation
(and specifically disclaim any such obligation) to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law. For additional discussion of potential risks and uncertainties
that could impact our results of operations or financial position,
refer to Part I, Item 1A. Risk Factors in our Form 10-K for the
fiscal year ended December 31, 2017 (our “2017 Form 10-K”) and Part
II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2018 and June 30, 2018 (our “2018 Form
10-Qs”). There have been no material changes to the risk factors
disclosed in our 2017 Form 10-K and 2018 Form 10-Qs.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed
Merger involving the Company and certain affiliates of Vintage
Capital. This communication does not constitute an offer to sell or
the solicitation of an offer to buy our securities or the
solicitation of any vote or approval. The proposed Merger of the
Company will be submitted to the Company’s stockholders for their
consideration. In connection with the proposed transaction, the
Company filed a definitive proxy statement with the SEC on August
15, 2018. The definitive proxy statement was mailed to the
Company’s stockholders on or about August 16, 2018. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION, INVESTORS AND STOCKHOLDERS OF RENT-A-CENTER, INC. ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement, any amendments or supplements thereto and
other relevant materials, and any other documents filed by the
Company with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition,
the Company’s stockholders may obtain free copies of the documents
filed with the SEC through the Investors portion of the Company’s
website at www.rentacenter.com or by
contacting the Company’s Investor Relations Department by (a) mail
at Rent-A-Center, Inc., Attention: Maureen Short, Investor
Relations, 5501 Headquarters Drive, Plano, TX 75024, (b) telephone
at (972) 801-1899, or (c) e-mail at maureen.short@rentacenter.com. You may also read
and copy any reports, statements and other information filed by the
Company with the SEC at the SEC public reference room at 450 Fifth
Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 or visit the SEC’s website for further
information on its public reference room.
Participants in the Solicitation
The Company and certain of its executive officers, directors,
other members of management and employees, may under the rules of
the SEC, be deemed to be “participants” in the solicitation of
proxies from the Company’s stockholders in connection with the
proposed Merger. Information regarding the persons who may be
considered “participants” in the solicitation of proxies is set
forth in the Company’s definitive proxy statement filed with the
SEC on August 15, 2018 and other relevant documents that may be
filed with the SEC. Information regarding certain of these persons
and their beneficial ownership of the Company’s common stock is
also set forth in the 2017 Form 10-K and the Company’s definitive
proxy statements filed with the SEC on April 24, 2018 and August
15, 2018.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180913006069/en/
Rent-A-Center, Inc.Maureen Short, 972-801-1899Interim
Chief Financial Officermaureen.short@rentacenter.comorVintage
Capital Management, LLC:Andrew Laurence, Partner,
617-690-2580alaurence@vintcap.com
Rent A Center (NASDAQ:RCII)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rent A Center (NASDAQ:RCII)
Historical Stock Chart
From Sep 2023 to Sep 2024