On July 12, 2019, Braveheart Acquisition, LLC, a Delaware limited liability company (“Purchaser”) and wholly-owned subsidiary of Rent-A-Center, Inc. (the “Company”), C/C Financial Corp., a Delaware corporation d/b/a Merchants Preferred (“MP”), MPLPS II Holdings, LLC, a Delaware limited liability company (“Holdings”), MPLPS II, LLC, a Delaware limited liability company (“MPLPS”), MP Lease-Purchase Services, Inc., a Delaware corporation (“LPS”) (MP, Holdings, MPLPS and LPS referred to as the “Sellers”), Synterra Capital Management LLC and, for the limited purposes of issuing the Equity Interest (as defined below), the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). Purchaser will acquire substantially all of the assets and assume certain liabilities of MP upon the terms and subject to the conditions of the Asset Purchase Agreement. The consideration for the acquisition consists of $30 million in cash and shares of the Company’s common stock with a value equal to $15 million, but in no event fewer than 701,918 shares (the “Equity Interest”). The consideration is subject to certain closing and post-closing adjustments, an escrow of 37.5% percent of the Equity Interest to secure the Sellers’ obligations under the Asset Purchase Agreement for a specified period of time and the delivery by the Sellers to Purchaser of cash at closing of $2 million.

The Asset Purchase Agreement has been unanimously approved by the Company’s Board of Directors and is subject to customary closing conditions and termination provisions. The Company expects the acquisition to close in the third quarter of 2019.

The Asset Purchase Agreement contains customary representations, warranties and covenants which have been made only for the purposes of such agreement and solely for the benefit of the parties to the Asset Purchase Agreement. Accordingly, the Asset Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the acquisition, and not to provide investors with financial, business, or operational information, or to provide any other factual information regarding the parties, or any of their respective subsidiaries, affiliates or businesses, and should be read in conjunction with the disclosures in the Company\’s periodic reports and other filings with the Securities and Exchange Commission. Moreover, the information concerning the subject matter of the representations, warranties and covenants contained in the Asset Purchase Agreement may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 3.02 Unregistered Sale of Securities.

to the Asset Purchase Agreement, the Company has agreed, subject to the terms and conditions of the Asset Purchase Agreement, to issue to the Sellers the Equity Interest as part of the consideration for the acquisition. The issuance of such shares is exempt from the registration requirement of the Securities Act of 1933, as amended, to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder because such issuance does not involve a public offering.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A press release, dated July 15, 2019, announcing the entry into the Asset Purchase Agreement, is attached hereto as Exhibit 99.1.

An investor presentation, dated July 15, 2019, outlining the transaction is available on investor.rentacenter.com and is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

>(d) The following exhibits are being filed or furnished, as applicable, herewith:

* Schedules and similar attachments have been omitted to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

RENT A CENTER INC DE Exhibit
EX-2.1 2 exhibit21-mppurchaseagreem.htm EXHIBIT 2.1 Wdesk | Exhibit EXHIBIT 2.1EXECUTION COPY ASSET PURCHASE AGREEMENT By and AmongC/C Financial Corp.,…
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About RENT-A-CENTER, INC. (NASDAQ:RCII)

Rent-A-Center, Inc. is a rent-to-own operator in North America. The Company provides an opportunity to obtain ownership of products, such as consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories), under rental purchase agreements. The Company operates in four segments: Core U.S., Acceptance Now, Mexico and Franchising. Its Core U.S. and Mexico stores generally offer merchandise from over five basic product categories: consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories). The Acceptance Now segment provides an on-site rent-to-own option at a third-party retailer’s location. Its Franchising segment engages in the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-to-own transaction. It offers brands, such as LG, Frigidaire, Acer, Apple, Asus, Samsung, Ashley, Powell and Standard.