Upbound Group Enters Material Definitive Agreement

Ticker: UPBD · Form: 8-K · Filed: Dec 12, 2024 · CIK: 933036

Sentiment: neutral

Topics: material-definitive-agreement, equity-sale, financials

Related Tickers: UPBD

TL;DR

UPBD signed a big deal, filed some equity sales, and dropped new financials. Watch this space.

AI Summary

Upbound Group, Inc. (UPBD) announced on December 12, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for Upbound Group, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful monitoring.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Upbound Group, Inc.?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or before December 12, 2024.

What type of equity securities were sold in the unregistered sale?

The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.

What is the purpose of the Regulation FD disclosure in this filing?

The filing indicates a Regulation FD disclosure was made, but the specific content of that disclosure is not detailed in the provided text.

Are the financial statements and exhibits included in this filing related to the material definitive agreement?

The filing states that financial statements and exhibits are included, but it does not explicitly link them to the material definitive agreement.

What was Upbound Group, Inc.'s former name?

Upbound Group, Inc. was formerly known as RENT A CENTER INC DE and RENTERS CHOICE INC.

Filing Stats: 2,327 words · 9 min read · ~8 pages · Grade level 16.5 · Accepted 2024-12-12 17:01:33

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 12, 2024, Upbound Group, Inc., a Delaware corporation (the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Fortuna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub "), Bridge IT, Inc., a Delaware Corporation (" Brigit "), and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of Brigit's securityholders (the " Representative "), pursuant to which Merger Sub will merge with and into Brigit and Brigit will continue as the surviving corporation (the " Merger "). The Merger Agreement provides that, subject to the terms and conditions set forth therein, the Company will pay to the Brigit securityholders: Upon the consummation of the Merger (the " Closing "), aggregate consideration consisting of (i) aggregate cash consideration equal to $243,750,000, subject to certain adjustments and (ii) shares of the Company's common stock, par value $0.01 per share, with an aggregate value of $81,250,000 based on the volume weighted average closing price of the Company's Common Stock over the 10 consecutive trading days ending on (and including) the trading day immediately prior to the Closing (the " Aggregate Stock Consideration "). At its election, the Company may, in lieu of delivering the Aggregate Stock Consideration, pay any or all of such consideration in cash. $75,000,000 in deferred consideration, payable in multiple installments, $37,500,000 of which will be payable 30 days following the first anniversary of the Closing and the remainder of which will be payable no later than 30 days following the second anniversary of the Closing. Up to $60,000,000 in earnout payments based on achievement of certain financial performance metrics for the Brigit business in 2026. The Merger Agreement provides that the portion of Aggregate Stock Consideration to be

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information reported above under Item 1.01 of this Current Report on Form 8-K regarding the Aggregate Stock Consideration is incorporated herein by reference. The Aggregate Stock Consideration will be issued pursuant to exemptions from registration under the Securities Act by reason of Section 4(a)(2) thereof and Regulation D promulgated thereunder.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On December 12, 2024, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 12, 2024, the Company released an investor presentation related to the transactions contemplated by the Merger Agreement. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of December 12, 2024, by and among Upbound Group, Inc., Fortuna Merger Sub, Inc., Bridge IT, Inc. and Shareholder Representative Services LLC, solely in its capacity as the Representative. 99.1 Press Release, dated as of December 12, 2024 99.2 Investor Presentation, dated as of December 12, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in 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 Securities and Exchange Commission upon request. Cautionary Note Regarding Forward-Looking Information This Current Report on Form 8-K and the associated press release, investor presentation and webcast contain forward-looking statements that involve risks and uncertainties. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking "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 (a) the anticipated benefits of the proposed transaction, (b) the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, (c) the anticipated closing date for the proposed transaction, (d) other aspects of both companies' operations and operating results, and (e) our goals, plans and projections with respect to our operations, financial position and business strategy. However, there can be no assurance that such expe

SIGNATURES

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. UPBOUND GROUP, INC. Date: December 12, 2024 By: /s/ Bryan Pechersky Bryan Pechersky Executive Vice President, General Counsel and Corporate Secretary

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