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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 8-K/A
(Amendment No. 1)
__________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
February 17, 2021
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RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
___________________________________________________
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| Delaware | | 001-38047 | | 45-0491516 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
5501 Headquarters Drive
Plano, Texas 75024
(Address of principal executive offices and zip code)
(972) 801-1100
(Registrant’s telephone number, including area code)
N/A
(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:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | RCII | The Nasdaq Stock Market |
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).
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| 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. | ☐ |
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Introductory Note
On February 17, 2021, Rent-A-Center, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing, among other things, that it had consummated the previously announced acquisition (the “Acquisition”) of Acima Holdings, LLC, a Utah limited liability company (“Acima”), pursuant to that certain Agreement and Plan of Merger, dated as of December 20, 2020, by and among the Company, Radalta, LLC, a Utah limited liability company and wholly owned subsidiary of the Company, Acima, and Aaron Allred, solely in his capacity as the Member Representative.
This Amendment No.1 to the Original Form 8-K is being filed solely for the purpose of amending Items 9.01(a) and (b). This Form 8-K/A should be read in conjunction with the Original Form 8-K.
The pro forma financial information included as Exhibit 99.3 to this Form 8-K/A has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the transactions had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the Acquisition.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Acima as of December 31, 2019, December 31, 2018 and December 31, 2017, and for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the notes related thereto, and the independent auditor’s report are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein.
The unaudited condensed consolidated financial statements of Acima as of September 30, 2020 and September 30, 2019 and for the nine months ended September 30, 2020 and September 30, 2019 and the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and Acima as of September 30, 2020 and for the year ended December 31, 2019 and the nine months ended September 30, 2020 is filed as Exhibit 99.3 to this Form 8-K/A and incorporated by reference herein.
(d) Exhibits:
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| Exhibit No. | | Description |
| 23.1 | | |
| 99.1 | | The audited consolidated financial statements of Acima as of December 31, 2019, December 31, 2018 and December 31, 2017, and for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the notes related thereto and the independent auditor’s report. |
| 99.2 | | |
| 99.3 | | |
| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
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: | February 23, 2021 | | By: | /s/ Bryan Pechersky |
| | | | Bryan Pechersky |
| | | | Executive Vice President, General Counsel and Secretary |
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