e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
October 28, 2010
RENT-A-CENTER, INC.
(Exact name of registrant as specified in charter)
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Delaware
(State or other
jurisdiction of
incorporation or organization)
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0-25370
(Commission File Number)
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45-0491516
(IRS Employer
Identification No.) |
5501 Headquarters Drive
Plano, Texas 75024
(Address of principal executive offices and zip code)
(972) 801-1100
(Registrants 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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 7.01 |
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Regulation FD Disclosure. |
On October 27, 2010, Rent-A-Center, Inc. (the Company) issued a press release announcing that its
board of directors increased the authorization for stock repurchases under the Companys common
stock repurchase plan from $600 million to $800 million. Under the Companys common stock
repurchase plan, shares may be repurchased in the open market or in privately negotiated
transactions at times and amounts considered appropriate by the Company.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that section, unless the Company
specifically states that the information is to be considered filed under the Exchange Act or
incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as
amended.
On October 28, 2010, the Company issued a press release announcing that it intends to offer,
pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, up to $300
million in principal amount of senior unsecured notes due 2020. The Company intends to use a
portion of the net proceeds from the offering to repay term loans under the Companys existing
senior credit facilities. The Company intends to use the remaining net proceeds from the
offering, together with cash on hand, to repurchase shares of the Companys common stock.
This report and the statements contained in Exhibit 99.2 do not and shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any
securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
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Item 9.01 |
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Financial Statements and Exhibits |
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99.1 |
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Press Release issued on October 27, 2010 by Rent-A-Center, Inc. |
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99.2 |
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Press Release issued on October 28, 2010 by Rent-A-Center, Inc. |
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: October 28, 2010 |
By: |
/s/ Robert D. Davis
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Robert D. Davis |
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Executive Vice President
Finance, Chief Financial
Officer & Treasurer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued on October 27, 2010 by Rent-A-Center, Inc. |
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99.2 |
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Press Release issued on October 28, 2010 by Rent-A-Center, Inc. |
exv99w1
Exhibit 99.1
For Immediate Release:
RENT-A-CENTER ANNOUNCES INCREASED
AUTHORIZATION OF STOCK REPURCHASES
PLANO, Texas, October 27, 2010 Rent-A-Center, Inc. (the Company) (NASDAQ/NGS: RCII) today
announced that its Board of Directors has increased the authorization for stock repurchases under
the Companys common stock repurchase plan from $600 million to $800 million. Under the Companys
common stock repurchase plan, shares may, from time to time, be repurchased in the open market or
in privately negotiated transactions at amounts considered appropriate by the Company. To date, the
Company has repurchased a total of 22,066,352 shares of the Companys common stock for an aggregate
purchase price of approximately $512.5 million since the repurchase plans inception. In the
current year, the Company has repurchased a total of 2,181,502 shares for approximately $45.9
million in cash.
Rent-A-Center, Inc., headquartered in Plano, Texas, currently operates approximately 3,000
company-owned stores nationwide and in Canada and Puerto Rico. The stores generally offer
high-quality, durable goods such as major consumer electronics, appliances, computers and furniture
and accessories under flexible rental purchase agreements that generally allow the customer to
obtain ownership of the merchandise at the conclusion of an agreed upon rental period. ColorTyme,
Inc., a wholly owned subsidiary of the Company, is a national franchiser of approximately 200
rent-to-own stores operating under the trade name of ColorTyme.
Contact for Rent-A-Center, Inc.:
David E. Carpenter
Vice President of Investor Relations
(972) 801-1214
david.carpenter@rentacenter.com
exv99w2
Exhibit 99.2
For Immediate Release:
RENT-A-CENTER ANNOUNCES INTENTION TO OFFER
$300 MILLION IN SENIOR UNSECURED NOTES
PLANO, Texas, October 28, 2010 Rent-A-Center, Inc. (the Company) (NASDAQ/NGS: RCII) today
announced that it intends to make a private offering of $300 million in principal amount of senior
unsecured notes due 2020. The Company intends to use $200 million of the net proceeds from the
offering to repay term loans under the Companys existing senior secured credit facilities and the
remaining net proceeds to repurchase shares of the Companys common stock.
The Company will make the offering pursuant to an exemption under the Securities Act of 1933,
as amended (the Securities Act). The proposed senior unsecured notes will be offered by the
initial purchasers only to qualified institutional buyers in reliance on the exemption from
registration set forth in Rule 144A of the Securities Act and outside the United States to non-U.S.
persons in reliance on the exemption from registration set forth in Regulation S under the
Securities Act, and may not be offered or sold in the United States absent registration under the
Securities Act or an applicable exemption from the registration requirements of the Securities Act
and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to
buy, any securities, nor shall there be any sales of securities mentioned in this press release in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Contact for Rent-A-Center, Inc.:
David E. Carpenter
Vice President of Investor Relations
(972) 801-1214
david.carpenter@rentacenter.com
This press release 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,
should, anticipate, or believe, or the negative thereof or variations thereon or similar
terminology. Although the Company believes that the expectations reflected in such forward-looking
statements will prove to be correct, the Company can give no assurance that such expectations will
prove to have been correct. The Companys ability to successfully complete the transactions
referred to in this press release is subject to numerous factors and contingencies, many of which
are beyond the Companys control. These include local and national economic, credit and capital
market conditions, including prevailing interest rates, legal and regulatory developments, and
applicable securities regulations or accounting standards. Any of these factors or others not
named herein could cause the Company to abandon the referenced transaction or cause the Companys
actual results to differ materially from the forward-looking statements contained in this press
release, including the other risks detailed
from time to time in the Companys SEC reports, including but not limited to, its annual
report on Form 10-K for the year ended December 31, 2009, and its quarterly reports on Form 10-Q
for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date of
this press release. Except as required by law, the Company is not obligated to publicly release any
revisions to these forward-looking statements to reflect the events or circumstances after the date
of this press release or to reflect the occurrence of unanticipated events.