Transaction Consideration of Approximately $1.365 Billion
Provides Significant Cash Premium to Rent-A-Center Stockholders
PLANO, Texas & ORLANDO, Fla.--(BUSINESS WIRE)--Jun. 18, 2018--
Rent-A-Center, Inc. (NASDAQ/NGS:RCII) (“Rent-A-Center” or the
“Company”), a leader in the rent-to-own industry, today announced that
it has entered into a definitive agreement (the “Merger Agreement”) with
Vintage Rodeo Parent, LLC (“Vintage”), an affiliate of Vintage Capital
Management, LLC (“Vintage Capital”), pursuant to which Vintage will
acquire all of the outstanding shares of Rent-A-Center common stock for
$15.00 per share in cash. The transaction, which is not subject to a
financing condition, and is expected to close by the end of 2018,
subject to customary closing conditions including the receipt of
stockholder and regulatory approvals, represents a total consideration
of approximately $1.365 billion, including net debt.
Under the terms of the Merger Agreement, Rent-A-Center stockholders will
receive $15.00 in cash for each share of Rent-A-Center common stock,
which represents a premium of approximately 49 percent over the
Company’s closing stock price on October 30, 2017, immediately prior to
the announcement that the Company's Board of Directors initiated a
process to evaluate strategic and financial alternatives focused on
maximizing stockholder value. The Rent-A-Center Board has unanimously
approved the transaction and recommends that stockholders vote in favor
of the transaction. Upon completion of the transaction, Rent-A-Center
will become a privately held company and its common shares will no
longer be listed on any public market.
“The Rent-A-Center Board, having just completed a comprehensive review
of strategic and financial alternatives in consultation with outside
legal and financial advisors, unanimously supports this transaction and
is confident it maximizes value for stockholders while delivering a
significant and immediate cash premium,” said Mitch Fadel, Chief
Executive Officer of Rent-A-Center. “Today’s exciting announcement
reflects the significant progress we have made to materially improve our
performance and would not have been possible without the hard work and
focus of our talented co-workers over the last several months. Vintage
is a natural partner for Rent-A-Center given its deep knowledge of the
rent-to-own industry, and we look forward to partnering with them to
realize the full benefits of the transaction."
“We have long admired Rent-A-Center and are pleased to have reached this
agreement to expand our rent-to-own portfolio,” said Brian R. Kahn,
Managing Member and Founder of Vintage Capital and Chairman of the Board
of Members of Buddy’s Newco, LLC d/b/a Buddy’s Home Furnishings
(“Buddy’s”), a rent-to-own operator and franchisor, the controlling
shareholder of which is Vintage Capital. “We believe that the
combination of Rent-A-Center, Buddy’s and Vintage is a compelling
opportunity to utilize our resources and expertise to enhance value and
create a leader in the rent-to-own industry.”
B. Riley Financial, Inc. and certain of its affiliates have committed to
serve as equity and debt participants in the transaction.
Advisors
J.P. Morgan Securities LLC is acting as exclusive financial advisor to
Rent-A-Center and provided a fairness opinion to the Rent-A-Center Board
of Directors. Winston & Strawn LLP is serving as legal advisor to
Rent-A-Center, and Sullivan & Cromwell LLP is serving as legal advisor
to the Rent-A-Center Board of Directors.
B. Riley FBR, Inc. is serving as financial advisor and lead arranger and
Guggenheim Corporate Funding LLC is serving as administrative agent and
joint lead arranger. Wilson Sonsini Goodrich & Rosati, Professional
Corporation is serving as legal advisor to Vintage.
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 2,400 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 our website
at www.rentacenter.com.
About Vintage Capital Management
Vintage Capital 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 over 300 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 press release may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements with
respect to the operations of the Company and Buddy’s separately and as a
combined entity, the expected benefits of the integration of the two
companies, the proposed transaction, the benefits of the proposed
transaction, and the anticipated timing and 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 Merger Agreement; unknown, underestimated
or undisclosed commitments or liabilities; the inability to
complete the merger due to the failure to obtain stockholder approval
for 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 Vintage 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 transaction; the effect of the announcement, pendency or
consummation of the merger on the Company’s relationships with third
parties, including our employees, franchisees, customers, suppliers,
business partners and vendors, which make it more difficult to maintain
business and operations relationships, and 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; the risk of exceeding the expected costs of the
merger; adverse changes in U.S. and non-U.S. governmental laws and
regulations; adverse developments in the Company’s relationships with
its employees franchisees, customers, suppliers, business partners and
vendors; capital market conditions, including availability of funding
sources for the Company and Vintage; changes in our credit ratings;
risks related to not being able to refinance our indebtedness; the risk
of litigation, including stockholder litigation in connection with the
proposed transaction, and the impact of any adverse legal judgments,
fines, penalties, injunctions or settlements; and volatility in the
market price of our stock.
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 Report on Form 10-Q for the quarter ended March 31, 2018 (our
“March 2018 10-Q”). There have been no material changes to the risk
factors disclosed in our 2017 Form 10-K and March 2018 10-Q.
Additional Information and Where to Find It
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 transaction.
Information regarding the persons who may be considered “participants”
in the solicitation of proxies will be set forth in the Company’s
preliminary and definitive proxy statements when filed with the SEC and
other relevant documents to be filed with the SEC in connection with the
proposed transaction, each of which can be obtained free of charge from
the sources indicated above when they become available. Information
regarding certain of these persons and their beneficial ownership of the
Company’s common stock is also set forth in the Company’s proxy
statement for its 2018 annual meeting of stockholders filed on April 24,
2018 with the SEC, which can be obtained free of charge from the sources
indicated above.
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 intends to file a
proxy statement and other relevant materials with the SEC in connection
with the solicitation of proxies in connection with the proposed
transaction. The definitive proxy statement will be mailed to the
Company’s stockholders. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 once
such documents are filed with the SEC 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 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) 801-18995, 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180618005558/en/
Source: Rent-A-Center, Inc.
Investors:
Rent-A-Center, Inc.
Maureen Short,
972-801-1899
Interim Chief Financial Officer
maureen.short@rentacenter.com
or
Media:
Joele
Frank, Wilkinson Brimmer Katcher
James Golden / Matthew Gross /
Aura Reinhard, 212-355-4449
or
Vintage Capital Management:
Andrew
Laurence, 617-690-2580
Partner
alaurence@vintcap.com