PROG Holdings, Inc.Announces Pricing for its Offering of Senior Unsecured Notes

SALT LAKE CITY – (COMMERCIAL THREAD) –PROG Holdings, Inc. (NYSE: PRG), the fintech holding company for Progressive Leasing, Vive Financial and Four Technologies, today announced the price of its previously announced offering of $ 600 million in total principal of its senior unsecured bonds at 6 , 00% due in 2029 (the “Notes”) in a private placement to persons reasonably suspected of being Qualified Institutional Purchasers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-US persons in accordance with Regulation S under the Securities Act.

The Notes will bear interest at a rate of 6.00% per annum, payable semi-annually on May 15 and November 15 in each year, commencing May 15, 2022, and will be guaranteed by certain of the existing and future domestic subsidiaries of PROG Holdings. . The offering of the Notes is expected to close on November 26, 2021 (the “Closing Date”), subject to customary closing conditions.

The net proceeds of the offering of the Notes will be used to repurchase common shares of PROG Holdings pursuant to the tender offer commenced on November 4, 2021, future additional share repurchases or, to the extent PROG Holdings decides not to repurchase additional shares, for general corporate purposes. The offer of the tickets is not conditional on the consumption of the public tender offer. The tender offer is conditional, among other things, on the completion of debt financing before its expiry date on terms reasonably satisfactory to PROG Holdings and resulting in gross proceeds for PROG Holdings of at least 400 millions of dollars (the “Funding Condition”). Consumption of the aforementioned offer of Notes on the Closing Date will satisfy the Funding Condition.

The tender offer is made in accordance with the tender offer, the related letter of transmittal and other related documents filed as part of the TO annex to the tender offer. with the Securities and Exchange Commission (the “SEC”), and this press release is not an offer to buy or a solicitation of an offer to sell common shares in connection with the public offering of purchase. The Notes and their collateral will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States without registration or 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, and there will be no sale of the Notes or any other security in any state or jurisdiction. jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such state or jurisdiction. This press release contains information on pending transactions, and there can be no assurance that such transactions will be completed.

About PROG Holdings, Inc.

PROG Holdings, Inc. (NYSE: PRG) is a fintech holding company headquartered in Salt Lake City, Utah that provides transparent and competitive payment options to consumers. PROG Holdings owns Progressive Leasing, a leading provider of in-store e-commerce, app and point-of-sale leasing solutions, Vive Financial, an omnichannel provider of second-look revolving credit products, and Four Technologies, provider of Buy Now, Pay Later payment options via its Four platform. You can find more information on PROG Holdings companies at https://www.progholdings.com.

Safe Harbor Declaration under the Private Securities Litigation Reform Act of 1995

Statements in this press release concerning 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”, “continue”, “expect”, “,”, “planned”, “the outlook”, “l ‘intention’ and similar forward-looking terminology. These risks and uncertainties include factors such as (i) the impact of the COVID-19 pandemic and related actions taken by government or regulatory authorities to address the pandemic, including the impact of the pandemic and such measures on: (a) the demand for capital leasing products offered by our Progressive Leasing segment, (b) the point-of-sale partners of Progressive Leasing and the merchant partners of Vive and Four, (c) the customers of Progressive Leasing, Vive et Four, including their ability and willingness to fulfill their obligations under their rental and loan agreements, (d) Progressive Leasing’s point-of-sale partners being able to obtain the merchandise from which its customers need or want, (e) our people and workforce needs, including our ability to adequately staff our operations, (f) our financial and operational performance, and (g) our liquid ities, including risks resulting from the increased level of indebtedness that we expect to incur in connection with the tender offer to purchase up to $ 425 million of our common shares; (ii) changes in the application of existing laws and regulations and the adoption of new laws and regulations that may have an adverse impact on our business; (iii) the effects on our business and reputation resulting from Progressive Leasing’s announced settlement and related consent order with the FTC, including the risk of losing existing POS partners or not being able to establish new relationships with additional POS partners, and any follow-up to regulatory and / or civil disputes arising therefrom; (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 personal and confidential information of our customers, which may be affected by cyber attacks, misconduct by employees or others, computer viruses, electronic break-ins or “hacking” or similar disruptions, any of which could have a material adverse effect on our results of operations, financial condition and prospects; (vi) increased competition from traditional competitors and leases as well as competitors in our Vive segment; (vii) the increase in lease merchandise write-offs and the provision for irrecoverable returns and renewal payments for progressive leasing, particularly in light of the pandemic of COVID-19, and for loan losses, with respect to our Vive segment; (viii) the possibility that the s the operational, strategic and shareholder value creation opportunities expected from the demerger of the Aaron’s Business segment from PROG Holdings are not realized in a timely manner, if at all; (ix) Vive’s business model differs significantly from that of Progressive Leasing, which creates specific and unique risks for Vive’s business, including Vive’s dependence on two banking partners to issue its credit products and Vive’s exposure to the unique regulatory risks associated with lending laws and regulations that apply to its business; (x) the effects of any increase in expenses or unforeseen liabilities incurred as a result of, or as a result of activities related to, our recent acquisition of Four; (xi) Four’s business model differs significantly from that of Progressive Leasing and Vive, which creates specific and unique risks for Four’s business, including Four’s exposure to unique regulatory risks associated with laws and regulations that apply to its activity; (xii) our ability to complete the tender offer on the terms and on the schedule described herein, or not at all, and to realize the expected benefits of the tender offer; and (xiii) other risks and uncertainties discussed under “Risk Factors” in PROG Holdings’ annual report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26, 2021 Statements in this press release that are “forward-looking” include, without limitation, statements regarding (i) the execution, timing and expected benefits of the tender offer; (ii) the amount, timing of closing, possible uses of the proceeds and expected benefits of the offering of the Notes described in this press release; and (iii) our future plans and expectations with respect to 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 does not undertake to update these forward-looking statements to reflect events or circumstances subsequent to the date of this press release.


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