Item 1.01. Entry Into a Material Definitive Agreement.
Merger
The information reported below under Item 2.01 of this Current Report on Form 8-K relating to the Registration Rights Agreement is incorporated herein by reference.
Indenture and Notes Issuance
On
Substantially concurrently with the acquisition by the Company (the
"Acquisition") of
The Notes were issued at an issue price of 100.00% and bear interest at a rate
of 6.375% per annum. Interest on the Notes is payable on
The Company may redeem some or all of the Notes at any time on or after
The Notes are the Company's general unsecured senior obligations, and are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of the Company's non-guarantor subsidiaries, equal in right of payment to all of the Company's and Company's guarantor subsidiaries' existing and future senior indebtedness and senior in right of payment to all of the Company's future subordinated indebtedness, if any. The Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company's domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness, including the ABL and Term Loan described below.
The Indenture contains covenants that limit, among other things, the Company's ability and the ability of some of the Company's restricted subsidiaries to create liens, transfer or sell assets, incur indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, make other restricted payments or investments, create restrictions on payment of dividends or other amounts to the Company by its restricted subsidiaries, merge or consolidate with other entities, engage in certain transactions with affiliates and designate the Company's subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications. The covenants limiting restricted payments, restrictions on payment of dividends or other amounts to the Company by its restricted subsidiaries, the ability to incur indebtedness, asset dispositions and transactions with affiliates will be suspended if and while the Notes have . . .
Item 1.02. Termination of a Material Definitive Agreement.
The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Existing ABL Facility and Existing Term Loan is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, the Company paid the Acima equityholders an
aggregate of 10,779,923 shares of the Company's common stock ("Common Stock")
(the "Aggregate Stock Consideration") and aggregate cash consideration equal to
The portion of Aggregate Stock Consideration issued to employee equityholders of Acima is subject to certain vesting conditions over a three year period and the portion of the Aggregate Stock Consideration issued to non-employee equityholders of Acima (together with the employee equityholders of Acima, the "Acima Equityholders") is subject to the terms of an 18-month lockup agreement, with one-third of the shares covered by the lockup being released after six months and an additional one-third of the shares being released after 12 months.
Pursuant to the Merger Agreement,
Pursuant to the Merger Agreement, the shares of Common Stock issued in
connection with the Acquisition were issued without registration under the
Securities Act by reason of Section 4(a)(2) and Regulation D thereof.
Contemporaneously with the closing, the Company and certain of the Acima
Equityholders entered into a Registration Rights Agreement, dated
The foregoing descriptions of the Merger Agreement and the Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Merger Agreement, which was filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed with the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and Notes issuance and Term Loan and ABL Facility is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information reported above under Item 2.01 of this Current Report on Form 8-K regarding the Aggregate Stock Consideration is incorporated herein by reference.
The Aggregate Stock Consideration was issued pursuant to exemptions from registration under the Securities Act by reason of Section 4(a)(2) and Regulation D thereof.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) to be filed with this Current Report on Form 8-K will be filed by amendments to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2020 , by and amongRent-A-Center, Inc. ,Radalta, LLC ,Acima Holdings, LLC andAaron Allred , solely in his capacity as Member Representative (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onDecember 21, 2020 ).* 4.1 Indenture, dated as ofFebruary 17, 2021 , by and between RadiantFunding SPV, LLC andTruist Bank . 10.1 Registration Rights Agreement, dated as ofFebruary 17, 2021 , by and amongRent-A-Center, Inc. and certain Acima Equityholders party thereto. 10.2 ABL Credit Agreement, dated as ofFebruary 17, 2021 , amongRent-A-Center, Inc. , as borrower, the several lenders from time to time party thereto andJPMorgan Chase Bank, N.A ., as Administrative Agent* 10.3 Term Loan Credit Agreement, dated as ofFebruary 17, 2021 , amongRent-A-Center, Inc. as Borrower, the several lenders from time to time party thereto andJPMorgan Chase Bank, N.A . as Administrative Agent* 104 Cover page information fromRent-A-Center, Inc.'s Form 8-K filed onFebruary 17, 2021 , formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101.
* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and
exhibits have not been filed. The Company hereby agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Cautionary Note Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "could," "estimate," "predict," "continue," "should,"
"anticipate," "believe," or "confident," or the negative thereof or variations
thereon or similar terminology and include, among others, statements concerning
the anticipated benefits of the Acima transaction, the anticipated impact of the
transaction on the combined company's business and future financial and
operating results, the Company's goals, plans and projections with respect to
the Company's operations, financial position and business strategy, future
availability under the ABL Credit Agreement and the anticipated sufficiency of
the escrow amount under the Merger Agreement to cover certain potential tax and
regulatory indemnification obligations of the Acima Equityholders. However,
there can be no assurance that such expectations will occur. The Company's
actual future performance could differ materially and adversely from such
statements. Factors that could cause or contribute to such material and adverse
differences include, but are not limited to: (1) risks relating to the Acima
transaction, including (i) the failure of the transaction to deliver the
estimated value and benefits expected by the Company, (ii) the incurrence of
unexpected future costs, liabilities or obligations as a result of the
transaction, (iii) the effect of the transaction on the ability of the Company
to retain and hire personnel and maintain relationships with retail partners,
consumers and others with whom the Company and Acima do business, (iv) the
ability of the Company to successfully integrate Acima's operations, (v) the
ability of the Company to successfully implement its plans, forecasts and other
expectations with respect to Acima's business after the closing, (vi) the impact
of the additional debt incurred to complete the transaction on the Company's
leverage ratio, interest expense and other business and financial impacts and
restrictions due to the additional debt, (vii) the Company's compliance with the
covenants and restrictions under the debt financing agreements and the Company's
ability to access future borrowings under the terms of the ABL Credit Agreement,
(viii) the timing and outcome of the tax and regulatory indemnification matters
described above and the potential insufficiency of the escrow amount to cover
such matters, and (ix) other risks and uncertainties inherent in a transaction
of this size, (2) the impact of the COVID-19 pandemic and related government and
regulatory restrictions issued to combat the pandemic, including adverse changes
in such restrictions, and impacts on (i) demand for the Company's lease-to-own
products, (ii) the Company's retail partners, (iii) the Company's customers and
their willingness and ability to satisfy their lease obligations, (iv) the
Company's suppliers' ability to satisfy merchandise needs, (v) the Company's
coworkers, (vi) the Company's financial and operational performance, and (vii)
the Company's liquidity; and (3) the other risks detailed from time to time in
the Company's
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