ATLANTA, Nov. 17, 2020 /PRNewswire/ -- Aaron's
Holdings Company, Inc. (NYSE: AAN) (the "Company"), a leading
omnichannel provider of lease-purchase solutions, today announced
that its Board of Directors has established November 27, 2020 as the record date and
November 30, 2020 as the anticipated
closing date for the distribution of the Aaron's Business segment
to the Company's shareholders.
Following the spin-off transaction, the Company will be renamed
PROG Holdings, Inc and will trade on the New York Stock Exchange
under the new symbol "PRG". The spun-off company that will
hold the Aaron's Business segment will be named The Aaron's
Company, Inc. (The Aaron's Company), and its common stock will
trade on the New York Stock Exchange under the symbol
"AAN".
Additional Details of the Distribution
The separation will be completed through a pro rata dividend of
The Aaron's Company common stock to Company shareholders of record
as of the close of business on the record date. Each Company
shareholder as of the record date will receive one (1) share of
common stock of The Aaron's Company for every two (2) shares of
Company common stock held by such shareholder on the record
date. Shareholders will receive cash in lieu of any
fractional shares that they would otherwise receive in the
distribution.
The distribution does not require shareholder approval, nor is
any shareholder action necessary to receive shares in the
distribution of common stock of The Aaron's Company.
Shareholders who hold Company common stock as of the record date
will receive shares in book-entry form and no physical share
certificates of The Aaron's Company will be issued.
The Aaron's Company's Registration Statement on Form 10, as
amended, including an Information Statement describing the
spin-off, the Aaron's Business, certain risks of owning common
stock of The Aaron's Company and other details regarding the
separation and distribution has been filed with the U.S. Securities
and Exchange Commission and notice of internet availability of the
information statement will be mailed to the Company's shareholders
as of the record date and posted to the investor relations section
of the Company's website.
The spin-off has been structured to qualify as a tax-free
distribution to Company shareholders and the Company for U.S.
federal income tax purposes, except with respect to cash received
in lieu of fractional shares. Company shareholders should
consult with their tax advisors with respect to the U.S. federal,
state, local and foreign tax consequences of the spin-off.
Beginning on November 25, 2020,
and continuing until the occurrence of the distribution, the
Company expects that Company common stock will trade in two markets
on the NYSE: in the "regular-way" market under the symbol
"AAN" and under the current name, "Aaron's Holdings Company, Inc.",
and in the "ex-distribution" market under the symbol "PRG WI." and
under the new name "PROG Holdings, Inc."
Any Company shareholders who sell their shares in the
"regular-way" market on or before November
27, 2020, will also be selling their right to receive The
Aaron's Company common stock in the distribution. Investors
are encouraged to consult with their financial advisors regarding
the specific implications of buying and selling Company common
stock on or before the distribution date.
Trading in common stock of The Aaron's Company is expected to
begin on a "when issued" basis on or about November 25, 2020 on the New York Stock Exchange,
under the symbol "AAN WI." and under the name "The Aaron's Company,
Inc." "When issued" trading of common stock of The Aaron's
Company will continue until the distribution occurs. The
Company anticipates that "regular way" trading of common stock of
The Aaron's Company under the symbol "AAN" will begin on
December 1,
2020.
On December 1, 2020, "regular-way"
trading for the Company under the name "PROG Holdings, Inc." will
begin on the NYSE under the symbol "PRG."
The distribution of The Aaron's Company common stock is subject
to the satisfaction or waiver of certain conditions including, but
not limited to, the Registration Statement on Form 10 for The
Aaron's Company common stock being declared effective by the
U.S. Securities and Exchange Commission, and the other conditions
described in the information statement included in the Form
10.
About Aaron's Holdings Company, Inc.
Headquartered in Atlanta,
Aaron's Holdings Company, Inc. (NYSE: AAN), is a leading
omnichannel provider of lease-purchase solutions. Progressive
Leasing provides lease-purchase solutions through more than 20,000
retail partner locations in 46 states and the District of Columbia, including e-commerce
merchants. The Aaron's Business engages in the sales and lease
ownership and specialty retailing of furniture, home appliances,
consumer electronics and accessories through its approximately
1,400 Company-operated and franchised stores in 47 states,
Puerto Rico and Canada, as well as its e-commerce platform,
Aarons.com. Vive Financial, provides a variety of second-look
credit products that are originated through federally-insured
banks. For more information, visit investor.aarons.com, Aarons.com,
ProgLeasing.com, and ViveCard.com.
Forward-Looking Statements
Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this news release that are not historical
facts are "forward-looking statements" that involve risks and
uncertainties which could cause actual results to differ materially
from those contained in the forward-looking statements. Such
forward-looking statements generally can be identified by the use
of forward-looking terminology, such as "will," "expected,"
"positioned," and similar terminology. These risks and
uncertainties include factors such as (a) uncertainties as to the
timing of the separation and whether it will be completed; (b) the
possibility that various closing conditions for the separation may
not be satisfied; (c) failure of the separation to qualify for the
expected tax treatment; (d) the risk that the Aaron's and
Progressive businesses will not be separated successfully or such
separation may be more difficult, time-consuming and/or costly than
expected; (e) the possibility that the operational, strategic and
shareholder value creation opportunities from the separation may
not be achieved; (f) the effects on our business from the COVID-19
pandemic, including its impact on our revenue and overall financial
performance and the manner in which we are able to conduct our
operations; (g) increases in lease merchandise write-offs and the
provision for returns and uncollectible renewal payments in light
of the impact of the COVID-19 pandemic; and (h) the other risks and
uncertainties discussed under "Risk Factors" in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2019 and in the Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 2020, June 30, 2020 and September 30, 2020
and The Aaron's Company's Registration Statement on Form 10, as
amended, initially filed with the U.S. Securities and Exchange
Commission on November 2, 2020. Statements in this press release
that are "forward-looking" include without limitation statements
regarding the planned separation of the Aaron's and Progressive
businesses, the timing of any such separation, the expected
benefits of the separation, and the future performance of the
Aaron's and Progressive businesses if the separation is
completed. 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, the Company
undertakes no obligation to update these forward-looking statements
to reflect subsequent events or circumstances after the date of
this press release.
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SOURCE Aaron's, Inc.