UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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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).
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. ☐
| ITEM 8.01 | OTHER EVENTS. |
On November 4, 2021, PROG Holdings, Inc., a Georgia corporation (the “Company”), issued a press release announcing the commencement of a “modified Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $425,000,000 in value of its outstanding shares of common stock, par value $0.50 per share (the “Shares”), or such lesser amount of Shares as are properly tendered and not properly withdrawn, at a single per Share price of not less than $44.00 per share and not more than $50.00 per share, less any applicable withholding taxes and without interest. The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on December 3, 2021, unless the Tender Offer is extended or earlier terminated.
Attached as Exhibit 99.1, and incorporated by reference herein, is a copy of the Company’s press release, dated November 4, 2021, related to the Tender Offer.
Neither this report nor the exhibit hereto is a recommendation to buy or sell shares of common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock or any other securities. The Tender Offer is being made exclusively pursuant to an Offer to Purchase, dated November 4, 2021, the related Letter of Transmittal and other related materials filed as part of the Tender Offer Statement on Schedule TO-I (the “Schedule TO”) the Company filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2021. The Tender Offer materials are being sent to holders of the Shares. Holders may also obtain free copies of the Tender Offer materials online at the website of the SEC at www.sec.gov as exhibits to the Schedule TO or from the Company’s information agent in connection with the Tender Offer.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated November 4, 2021 (incorporated by reference to Exhibit (a)(5)(i) to the Tender Offer Statement on Schedule TO-I filed with the SEC on November 4, 2021). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| PROG Holdings, Inc. | ||||||
| Date: November 4, 2021 | By: | /s/ Brian Garner | ||||
| Brian Garner | ||||||
| Chief Financial Officer | ||||||
Document and Entity Information |
Nov. 04, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001808834 |
| Document Type | 8-K |
| Document Period End Date | Nov. 04, 2021 |
| Entity Registrant Name | PROG HOLDINGS, INC. |
| Entity Incorporation State Country Code | GA |
| Entity File Number | 1-39628 |
| Entity Tax Identification Number | 85-2484385 |
| Entity Address, Address Line One | 256 W. Data Drive |
| Entity Address, City or Town | Draper |
| Entity Address, State or Province | UT |
| Entity Address, Postal Zip Code | 84020-2315 |
| City Area Code | (385) |
| Local Phone Number | 351-1369 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.50 Par Value |
| Trading Symbol | PRG |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |