PROG + Beteiligungen% 2C + Inc. (NYSE: PRG, Financial), the fintech holding company for Progressive Leasing, Vive Financial and Four Technologies, today announced the completion of its previously announced offering for a total principal amount of 600 million in a private placement to persons who are reasonably qualified to qualify as institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-US persons under Regulation S of the Securities Act. The Notes are general unsecured debt of PROG Holdings and are guaranteed by certain existing and future domestic subsidiaries of PROG Holdings.
The net proceeds from the offering of the bonds will be used to finance the purchase price and the associated fees and expenses of the buyback of up to 425 million April 2021, with the remaining proceeds for future further share buybacks or, if PROG Holdings decides not to buy back any further shares, for used for general corporate purposes. The Takeover Offer is subject, among other things, to the conclusion of debt financing prior to the expiry of the Takeover Offer on terms that are reasonably satisfactory to PROG Holdings and result in gross proceeds for PROG Holdings of at least $ 400 million (the “Funding Condition”). The completion of the promissory note offer met the financing condition.
The offer to buy is being made in accordance with the offer to buy, the transfer letter accompanying it, and other related materials filed with the Securities and Exchange Commission (the “SEC”) as part of Appendix TO, and this press release is not Offer to buy or a solicitation of an offer to sell common shares in the tender offer. The Notes and their guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor will any sale of any Notes or other security take place in any state or jurisdiction in which such offer, solicitation or sale is made would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE: PRG, Financial) is a fintech holding company based in Salt Lake City, UT that provides consumers with transparent and competitive payment options. PROG Holdings owns Progressive + Leasing, a leading provider of e-commerce, app-based and in-store point-of-sale leasing-to-own solutions, and Vive + Financial, an omnichannel provider of second-look -Revolving credit products, and Four + Technologies, provider of buy-it-now, pay-later options through its Four platform. For more information on PROG Holdings’ companies, please visit https% 3A% 2F% 2Fwww.progholdings.com.
“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995
Statements in this press release about our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements can generally be identified by the use of forward-looking terminology such as “continue”, “continued”, “expects”, “expects”, “outlook”, “intends” and similar forward-looking words. These risks and uncertainties include factors such as (i) the impact of the COVID-19 pandemic and related measures taken by government or regulatory agencies to combat the pandemic, including the impact of the pandemic and such measures on: (a) the demand for leasing-to-own products offered by our Progressive Leasing segment, (b) POS partners of Progressive Leasing and trading partners of Vive and Four, (c) Customers of Progressive Leasing, Vive and Four, including theirs Ability and willingness to meet their obligations under their leases and loan agreements, (d) Progressive Leasing’s point-of-sale partners are able to source the goods their customers need or want, (e) our employees and ours Labor needs, including our ability to adequately staff our operations, (f) our financial and operational performance, and (g) our liquidity, including negligible exposure to the increased debt we anticipate in connection with the purchase offer, up to $ 425 million of our common stock; (ii) changes in the enforcement of existing laws and regulations and the adoption of new laws and regulations that could adversely affect our business; (iii) the impact on our business and reputation resulting from the announced Progressive Leasing settlement and related consent order with the FTC, including the risk of losing existing POS partners or the inability to establish new relationships with additional POS Establish partnerships and any follow-up to any resulting regulatory and / or civil litigation; (iv) other types of legal and regulatory proceedings and investigations, including those related to consumer protection, customer privacy, third party and employee fraud, and information security; (v) our ability to protect confidential, proprietary, or sensitive information, including our customers’ personal and confidential information, obtained through cyberattacks, employee or other internal misconduct, computer viruses, electronic intrusion or “hacking” or similar disruptions, any of which could have a material negative impact on our business results, financial condition and prospects; (vi) increased competition from traditional and virtual leasing-to-own competitors and also from competitors in our Vive segment; (vii) increases in depreciation on leased goods and provisions for returns and bad renewal payments for Progressive Leasing, especially in light of the COVID-19 pandemic, and for loan defaults related to our Vive segment; (viii) the possibility that the operational, strategic and Shareholder Val ue creation opportunities are not reached in time or not at all; (ix) Vive’s business model is significantly different from Progressive Leasing, which brings specific and unique risks to the Vive business, including Vive’s reliance on two banking partners to issue its loan products and Vive’s exposure to the unique regulatory risks associated with the credit-related laws and regulations that apply to its business; (x) the effect of increased expenses or unexpected liabilities incurred as a result of or due to activities related to our recent acquisition of Four; (xi) Four’s business model differs significantly from Progressive Leasing and Vive, creating specific and unique risks for Four’s business, including Four’s exposure to the unique regulatory risks associated with the laws and regulations that apply to its business Regulations; (xii) our ability to execute the tender offer on the terms and conditions described herein and at the time or at all and realize the benefits anticipated from the tender offer; and (xiii) the other risks and uncertainties discussed under “Risk Factors” in PROG Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021, and included in our subsequent filings with the SEC, including the most recent report on Form 8-K, which we filed with the SEC on November 8, 2021. Statements in this press release that are “forward-looking” include, without limitation, statements about (i) the execution, timing and expected benefits of the tender offer; (ii) the possible use of proceeds and benefits anticipated from the offering of the notes described in this press release; and (iii) our future plans and expectations for capital allocation. 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, PROG Holdings assumes no obligation to update these forward-looking statements to reflect events or circumstances subsequent to the date of this press release.
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