8-K

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

October 8, 2014

Date of Report (Date of earliest event reported)

Rentrak Corporation

(Exact name of Registrant as specified in its charter)

Oregon	000-15159	93-0780536
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7700 NE Ambassador Place

Portland, Oregon 97220

(Address of Principal Executive Offices and Zip Code)

503-284-7581

(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))

Item 7.01 Regulation FD Disclosure.

On October 9, 2014, Rentrak issued a press release announcing the signing of an Asset Purchase Agreement to acquire the U.S. television measurement business of WPP’s Kantar business unit. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Also on October 9, 2014, Rentrak issued a press release announcing that it had entered into an agreement with GroupM, pursuant to which GroupM will begin to utilize Rentrak’s national and local TV measurement services. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the Exhibits attached hereto is furnished and 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 of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated October 9, 2014
99.2	Press Release dated October 9, 2014

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.

Date: October 9, 2014

RENTRAK CORPORATION
By:	/s/ David I. Chemerow
	Name:	David I. Chemerow
	Title:	Chief Operating Officer, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Rentrak Acquires Kantar Media’s U.S.-Based

Television Measurement Assets

—Industry Now Has One Massive and Passive Data Service—

PORTLAND, OR (OCTOBER 9, 2014) – Rentrak (NASDAQ: RENT), the leader in precisely measuring movies and TV everywhere, has agreed to acquire the U.S. television measurement business of WPP’s Kantar business unit for $98 million in Rentrak common stock.

The transaction, when closed, will include Kantar Media’s customer contracts and customer relationships involved in U.S. television measurement, creating the benefits of clarity and simplicity for clients in the U.S. TV ratings marketplace with a single massive and passive TV measurement ratings service. This transaction gives Rentrak and Kantar better scale to rapidly innovate their products and services in the United States. No Kantar Media TV measurement or global development capabilities outside of the United States are affected by this transaction.

Under the agreement, Rentrak will also integrate its national and local TV measurement with a number of Kantar’s U.S.-based services that focus on digital media, advertising expenditure and purchase data. The integration will provide advertisers, agencies, TV networks, multichannel video program distributors (MVPDs) and local television stations throughout the U.S. with even more powerful tools to understand consumers’ purchasing habits and the ability to link TV viewing habits with purchase and other behavior in the United States.

“The combined expertise of Kantar and Rentrak will enable clients to better comprehend and leverage the relationship between United States TV viewing and brands,” said Kantar CEO Eric Salama. “We are excited about the future products that we can develop with Rentrak for the U.S. television industry. Clients will benefit from our focus on respondent-level media and purchase data.”

“This agreement is designed to help all of our U.S. agency and TV advertiser clients with new services in television measurement and consumer insights,” said Rentrak’s Vice Chairman and Chief Executive Officer Bill Livek. “We are thrilled to be working with WPP and look forward to partnering with Kantar to provide the marketplace with the best next generation of services.”

Acquisition Terms/Financial Implications

The stock purchase price equates to approximately 1.53 million Rentrak shares, or 12.4 percent of Rentrak’s total shares outstanding, and is valued at $98 million. As part of the agreement, WPP will also purchase shares directly from the company for $56 million in cash, giving WPP a final ownership stake of 16.7 percent of Rentrak’s stock. WPP may also purchase Rentrak shares on the open market so long as its total ownership of Rentrak stock does not exceed 20 percent.

Rentrak expects the agreement to produce multiple long-term revenue streams resulting directly from the acquisition of Kantar’s TV service, as well as from anticipated future joint marketing agreements with Kantar and the company’s expanded relationship with, and endorsement from, GroupM. Rentrak expects to add approximately $7 to $9 million in revenue in fiscal 2016 as a result of the transaction, which is expected to be slightly accretive in fiscal 2016.

The transaction, which is subject to customary regulatory approvals, is anticipated to be completed by the end of calendar 2014.

Goldman, Sachs & Co. served as financial advisor to Rentrak.

Safe Harbor Statement

The foregoing paragraphs contain forward-looking statements within the meaning of the federal securities laws, including, without limitation, that Rentrak will generate approximately $7 to $9 million in revenue in fiscal 2016 as a result of the transaction and that it will be slightly accretive in fiscal 2016, the ability to close the transaction by the end of calendar 2014, and that the transaction will expand Rentrak’s leadership position in television measurement and consumer insights. These forward-looking statements are based on Rentrak’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions, all of which are subject to change. Forward-looking statements are not guarantees of future performance and Rentrak’s actual results may differ significantly as a result of a number of factors, including the company’s ability to attract new revenue-sharing customers and retain existing customers, the company’s success in maintaining its relationships with studios and other product suppliers, the company’s ability to successfully develop and market new products to create new revenue streams, its ability to successfully integrate acquired businesses, and Rentrak’s customers continuing to comply with the terms of their agreements. Additional factors that could affect Rentrak’s financial results are described in Rentrak’s reports on Form 10-K, 10-Q and other filings with the Securities and Exchange Commission. Results of operations in any past period should not be considered indicative of the results to be expected for future periods.

About Kantar

Kantar is the data investment management division of WPP and one of the world’s largest insight, information and consultancy groups. By connecting the diverse talents of its 12 specialist companies, the group aims to become the pre-eminent provider of compelling and inspirational insights for the global business community. Its 27,000 employees work across 100 countries and across the whole spectrum of research and consultancy disciplines, enabling the group to offer clients business insights at every point of the consumer cycle. The group’s services are employed by over half of the Fortune Top 500 companies. For further information, please visit us at www.kantar.com.

About WPP

WPP is the world’s largest communications services group with billings in 2013 of US$72.3 billion and revenues of US$17.3 billion. Through its operating companies, the Group provides a comprehensive range of advertising and marketing services including advertising & media investment management; data investment management; public relations & public affairs; branding & identity; healthcare communications; direct, digital, promotion & relationship marketing and specialist communications. The company employs over 179,000 people (including associates) in over 3,000 offices across 111 countries. For more information, visit www.wpp.com.

About Rentrak

Rentrak (NASDAQ: RENT) is the entertainment and marketing industries’ premier provider of worldwide consumer viewership information, precisely measuring actual viewing behavior of movies and TV everywhere. Using our proprietary intelligence and technology, combined with Advanced Demographics, only Rentrak is the census currency for VOD and movies. Rentrak provides the stable and robust audience measurement services that movie, television and advertising professionals across the globe have come to rely on to better deliver their business goals and more precisely target advertising across numerous platforms including box office, multiscreen television and home video. For more information on Rentrak, please visit www.rentrak.com.

RENTF

# # #

Contact for Kantar:

Lindsay McMurdo

+44 7768 591977

lindsay.mcmurdo@kantar.com

Contact for Rentrak:

Antoine Ibrahim

(646) 722-1561

aibrahim@rentrak.com

EX-99.2

Exhibit 99.2

GroupM Contracts for Rentrak’s TV Measurement Services

—World’s Largest Media Investment Management Group to Utilize

Rentrak for Media Planning and Buying in the U.S.—

PORTLAND, OR (OCTOBER 9, 2014) – Rentrak (NASDAQ: RENT), the leader in precisely measuring movies and TV everywhere, and GroupM, the media investment management division of WPP, today announced that GroupM media agencies in the United States will begin to utilize Rentrak’s national and local TV measurement services as critical strategic and tactical media tools.

GroupM, which manages $105 billion in media billings globally (RECMA), is the world’s leading media investment management operation, and serves as parent company to Mindshare, MEC, MediaCom and Maxus. This means that all of the largest agency holding companies now have contracts with Rentrak.

“Rentrak is thrilled to work with GroupM and its agencies, and that they will use our services for the benefit of their clients,” said Rentrak’s Vice Chairman and Chief Executive Officer Bill Livek. “This partnership will help our customers achieve maximum profitability.”

“The proliferation of channels has so significantly fragmented audiences that legacy sample methodology simply can’t keep up,” said Irwin Gotlieb, global chairman of GroupM. “Television measurement needs to move toward census-based methodology. Our agencies are doing such refined targeting and segmentation, and that work can only be supported by census data. It is our hope that we can act as catalysts in moving the industry toward greater data reliability and accountability.”

Rino Scanzoni, GroupM’s chief investment officer in North America, noted, “Integrating consumer data with granular TV viewing requires a broad database to measure consistency and predictability. Utilizing Rentrak data will be strategically important as we further refine TV targeting to deliver more precision and accountability, increasing the medium’s effectiveness and value to our clients.”

GroupM and its agencies will have full access to Rentrak’s TV viewing information and will, over time, use the data broadly. Rentrak’s advanced

analytics will be employed for automotive and other categories in national and local markets to uncover insights into viewer and consumer behavior that can drive business for advertisers and marketers. On Demand and multi-platform data will be used to provide a more complete picture of television viewing patterns. In addition, Rentrak’s data will be used to quantify viewing levels in more than 200 networks that are not currently measured by the legacy sample currency, as well as in local markets where today’s diary measurement has been less than stable.

About GroupM

GroupM is the leading global media investment management operation. It serves as the parent company to WPP media agencies including Mindshare, MEC, MediaCom and Maxus. Our primary purpose is to maximize the performance of WPP’s media communications agencies on behalf of our clients, our stakeholders and our people by operating as a parent and collaborator in performance-enhancing activities such as trading, content creation, sports, digital, finance, proprietary tool development and other business-critical capabilities. The agencies that comprise GroupM are all global operations in their own right with leading market positions. The focus of GroupM is the intelligent application of physical and intellectual scale to benefit trading, innovation, and new communication services, to bring competitive advantage to our clients and our companies. GroupM manages $105 billion in media billings globally (RECMA, 2013).

About Rentrak

Rentrak (NASDAQ: RENT) is the entertainment and marketing industries’ premier provider of worldwide consumer viewership information, precisely measuring actual viewing behavior of movies and TV everywhere. Using our proprietary intelligence and technology, combined with Advanced Demographics, only Rentrak is the census currency for VOD and movies. Rentrak provides the stable and robust audience measurement services that movie, television and advertising professionals across the globe have come to rely on to better deliver their business goals and more precisely target advertising across numerous platforms including box office, multiscreen television and home video. For more information on Rentrak, please visit www.rentrak.com.

RENTF

# # #

Contact for GroupM:

Cindy Kerber Spellman

(314) 682-2055

cindy.spellman@groupm.com

Contact for Rentrak:

Antoine Ibrahim

(646) 722-1561

aibrahim@rentrak.com