Current Report Filing (8-k)
April 24 2019 - 1:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2019
Rent-A-Center,
Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-38047
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45-0491516
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5501 Headquarters Drive
Plano, Texas 75024
(Address of principal executive offices, including zip code)
(972)
801-1100
(Registrants telephone number including area code)
Not Applicable
(Former
name or former address if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-14(c)
under the Exchange Act (17 CFR
240.13e-14(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On April 18, 2019,
Rent-A-Center,
Inc. (the Company) reached
an agreement in principle to settle all litigation with Vintage Capital Management, LLC (Vintage Capital) and B. Riley Financial, Inc. relating to the Companys termination of the Agreement and Plan of Merger (the Merger
Agreement), dated June 17, 2018, by and among the Company and certain affiliates of Vintage Capital. In the settlement, the Company will receive a payment of $92,500,000 in cash. The parties have agreed to enter into a definitive
settlement agreement by April 25, 2019 and that the amount due to the Company will be paid within 28 days thereafter. In connection with the settlement, the Company will exchange mutual releases with all other parties with respect to all
matters relating to the Merger Agreement, including its termination.
A press release, dated April 22, 2019, with respect to the settlement described in Item 1.01 of this Current Report, is attached hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibits are being filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RENT-A-CENTER,
INC.
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Date: April 24, 2019
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By:
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/s/ Dawn M. Wolverton
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Dawn M. Wolverton
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Vice President Assistant General Counsel and Secretary
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