Proceeds will be used to fund equity tender offer, future additional share repurchases or, to the extent PROG Holdings determines not to repurchase additional shares, for general corporate purposes
PROG Holdings, Inc., the fintech holding company for Progressive Leasing, Vive Financial, and Four Technologies, announced that, subject to market and other conditions, it intends to offer $600 million in aggregate principal amount of its senior unsecured notes due 2029 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.
The interest rate and other terms will be determined at the time of pricing of the offering, subject to market and other conditions. The notes will be guaranteed by certain of PROG Holdings’ existing and future domestic subsidiaries.
The net proceeds from the offering of the notes will be used to repurchase shares of PROG Holdings’ common stock pursuant to the tender offer commenced on November 4, 2021, future additional share repurchases or, to the extent PROG Holdings determines not to repurchase additional shares, for general corporate purposes. The offering of the notes is not conditioned on the consummation of the tender offer. The tender offer is conditioned upon, among other things, the consummation of a debt financing prior to its expiration date on terms reasonably satisfactory to PROG Holdings and resulting in gross proceeds to PROG Holdings of at least $400 million (the “Financing Condition”). The consummation of this offering prior to the expiration date of the tender offer would satisfy the Financing Condition.
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The tender offer is being made pursuant to the Offer to Purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO related to the tender offer with the Securities and Exchange Commission (the “SEC”), and this press release is not an offer to purchase or a solicitation of an offer to sell any shares of common stock in the tender offer. The notes and the guarantees thereof will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent 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 securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
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