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
December 1, 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 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2014, pursuant to the Asset Purchase Agreement dated as of October 8, 2014, by and between Rentrak Corporation (the “Company”) and Competitive Media Reporting, LLC (the “Purchase Agreement”), the Company completed the acquisition of the U.S. television measurement business of WPP’s Kantar business unit for 1,526,790 restricted shares of the Company’s common stock. WPP’s Kantar business unit includes Kantar Media’s customer contracts and customer relationships involved in U.S. television measurement.
The Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference, and this summary are not intended to modify or supplement any factual disclosures about the Company and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the Securities and Exchange Commission (the “SEC”).
Item 7.01 Regulation FD Disclosure.
On December 1, 2014, the Company issued a press release announcing the closing of its acquisition of the U.S. television measurement business of WPP’s Kantar business unit and of WPP’s purchase of restricted shares of the Company’s common stock for $56 million in cash. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and the Exhibits attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. The Company intends to file by amendment to this Form 8-K the required audited historical financial statements within the time period as calculated in accordance with Item 9.01(a)(4) of Form 8-K. |
| (b) | Pro Forma Financial Information. The Company intends to file by amendment to this Form 8-K the pro forma financial information with respect the transaction described in Item 2.01 within the time period as calculated in accordance with Item 9.01(b)(2) of Form 8-K. |
| (d) | Exhibits. |
| 2.1 | Asset Purchase Agreement dated as of October 8, 2014, by and between Rentrak Corporation and Competitive Media Reporting, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2014 (File No. 000-15159)) | |
| 99.1 | Press Release dated December 1, 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: December 1, 2014
| RENTRAK CORPORATION | ||||
| By: | /s/ David I. Chemerow | |||
| Name: | David I. Chemerow | |||
| Title: | Chief Operating Officer, Chief Financial Officer and Secretary | |||
Exhibit 99.1
Rentrak Completes Acquisition of Kantar Media’s U.S.-Based Television Measurement Assets
—TV Industry Now Has One Massive and Passive Measurement Service—
PORTLAND, OR (DECEMBER 1, 2014) – Rentrak (NASDAQ: RENT), the leader in precisely measuring movies and TV everywhere, today announced it has completed the acquisition of the U.S. television measurement business of WPP’s Kantar business unit for 1,526,790 restricted shares of Rentrak common stock. Based on the closing price of Rentrak’s common stock on November 28, 2014, the shares have an approximate value of $128 million.
The transaction includes 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 service.
Rentrak expects the acquisition to produce multiple long-term revenue streams directly, as well as from anticipated future joint marketing agreements with Kantar and its 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.
In connection with the acquisition, WPP also purchased additional restricted shares of Rentrak common stock from the company for $56 million in cash, giving WPP an ownership stake of 16.7 percent of Rentrak’s stock as of the closing date.
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, 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 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.
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Contact for Rentrak:
Antoine Ibrahim
(646) 722-1561
aibrahim@rentrak.com