SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
RENT-A-CENTER, INC.
(Name of Subject Company (Issuer))
RENT-A-CENTER, INC. (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
76009N 10 0
(CUSIP Number of Class of Securities)
MARK E. SPEESE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
5700 TENNYSON PARKWAY
THIRD FLOOR
PLANO, TEXAS 75024
TELEPHONE: (972) 801-1100
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
THOMAS W. HUGHES, ESQ.
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
5400 RENAISSANCE TOWER
DALLAS, TEXAS 75270
TELEPHONE: (214) 745-5201
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$145,200,000 $11,747
*Calculated solely for the purpose of determining the amount of the filing fee,
based upon the purchase of 2,200,000 shares of common stock, par value $0.01 per
share, at the maximum tender offer price of $66.00 per share.
**Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form of Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions
to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
SCHEDULE TO/A
This Amendment No. 1 to Tender Offer Statement on Schedule TO relates
to the offer by Rent-A-Center, Inc., a Delaware corporation, to purchase up to
2,200,000 shares, or such lesser number of shares as are properly tendered, of
its common stock, $0.01 par value per share, at a price not greater than $66.00
nor less than $60.00 per share, net to the seller in cash, without interest, as
specified by stockholders tendering their shares. Rent-A-Center's offer is being
made upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 28, 2003 and in the related Letter of Transmittal, which,
as amended or supplemented from time to time, together constitute the tender
offer. This Amendment No. 1 amends and supplements the Statement on Schedule TO
originally filed on April 28, 2003. This Amendment No. 1 to the Tender Offer
Statement on Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
On May 1, 2003, Rent-A-Center, Inc. announced certain changes to the
terms of the previously announced refinancing of its senior credit facilities
and of the offering of its new senior subordinated notes. Rent-A-Center
initially intended to offer and sell $250 million in aggregate principal amount
of senior subordinated notes and to enter into new senior secured credit
facilities with a syndicate of lenders involving, among other things, a $450
million term loan. Rent-A-Center now intends to increase the offering of senior
subordinated notes to $300 million in aggregate principal amount and to decrease
the size of the term loan portion of the senior secured credit facilities to
$400 million. Accordingly, Rent-A-Center has filed this Amendment No. 1 to
reflect the effects of these changes on the conditions of the offer and on
disclosures contained in the previously-filed Tender Offer Statement.
The responses to the items of the Schedule TO filed April 28, 2003, as
incorporated by reference from the Offer to Purchase, are hereby amended as
follows:
Item 1. Summary Term Sheet.
1. The text of the paragraph "Summary - What is the purpose of the tender
offer?" is amended as follows:
We believe that the tender offer is a prudent use of our
financial resources given our business profile, assets and current
market price, and that investing in our own shares is an attractive use
of capital and an efficient means to provide value to our stockholders.
Prior to commencing the tender offer we announced our intention to
offer and sell $250 million in aggregate principal amount of senior
subordinated notes; on May 1, 2003, we increased the size of this
offering to $300 million in aggregate principal amount. In addition, we
intend to enter into new senior secured credit facilities with a
syndicate of lenders that consist of a $400 million term loan, a $120
million revolving credit facility and the right to obtain an additional
term loan of up to $80 million under certain circumstances. We will use
the net proceeds of the offering of the senior subordinated notes to
repurchase our existing 11% senior subordinated notes due 2008 and to
repay a portion of the outstanding term debt under our existing senior
credit facilities. We will use the proceeds of the new senior secured
credit facilities, together with cash on hand, to repay all remaining
borrowings under our existing senior credit facilities as well as to
finance the tender offer, the repurchase of shares from certain of our
stockholders following the completion of the tender offer and for
certain other purposes.
2. The last sentence of the paragraph "Summary - How will you pay for the
shares?" is amended as follows:
We anticipate that we will obtain all of the funds necessary to
purchase shares tendered in the tender offer, as well as to pay related
fees and expenses, by borrowing up to approximately $200 million under
the $400 million term loan portion of our new senior secured credit
facilities and using cash on hand.
3. The first sentence and first bullet point under the heading "Summary -
Are there any conditions to the tender offer?" are amended as follows:
Yes. Our obligation to accept for payment and pay for your
tendered shares depends upon a number of conditions that must be
satisfied or waived prior to the expiration date, including:
We shall have successfully refinanced and increased our senior
credit facilities with a new $400 million term loan, a $120
million revolving line of credit and the right to obtain an
additional term loan of up to $80 million under certain
circumstances and sold at least $300 million in aggregate
principal amount of our 7.5% senior subordinated notes due
2010, each on terms acceptable to us.
Item 4. Terms of the Transaction.
1. The first sentence and first bullet point under the first paragraph
under the heading "7. Conditions to the Offer" are amended as follows:
Notwithstanding any other provision of the tender offer, we
will not be required to accept for payment, purchase or pay for any
shares tendered, and may terminate or amend the tender offer or may
postpone the acceptance for payment of or the payment for shares
tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any
time on or after the commencement of the tender offer and before the
expiration date any of the following events have occurred (or have been
determined by us to have occurred) that, in our reasonable judgment and
regardless of the circumstances giving rise to the event or events
(including any action or omission to act by us), makes it inadvisable
to proceed with the tender offer or with acceptance for payment:
we are unable to close on the refinancing and increasing of
our senior credit facilities with a new $400 million term
loan, a $120 million revolving line of credit and the right to
obtain an additional term loan of up to $80 million in certain
circumstances and the sale of at least $300 million in
aggregate principal amount of our 7.5% senior subordinated
notes, each on terms acceptable to us;
Item 6. Purposes of the Transaction and Plans or Proposals.
1. The sixth paragraph under the heading "Introduction" is amended as
follows.
WE BELIEVE THAT THE TENDER OFFER IS A PRUDENT USE OF OUR FINANCIAL
RESOURCES GIVEN OUR BUSINESS PROFILE, OUR ASSETS AND THE CURRENT MARKET
PRICE OF OUR SHARES, AND THAT INVESTING IN OUR OWN SHARES IS AN
ATTRACTIVE USE OF CAPITAL AND AN EFFICIENT MEANS TO PROVIDE VALUE TO
OUR STOCKHOLDERS. PRIOR TO COMMENCING THE TENDER OFFER WE ANNOUNCED OUR
INTENTION TO OFFER AND SELL $250 MILLION AGGREGATE PRINCIPAL AMOUNT OF
SENIOR SUBORDINATED NOTES; ON MAY 1, 2003, WE INCREASED THIS OFFERING
TO $300 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF 7.5% SENIOR
SUBORDINATED NOTES. IN ADDITION, WE INTEND TO ENTER INTO NEW SENIOR
SECURED CREDIT FACILITIES WITH A SYNDICATE OF LENDERS THAT CONSIST OF A
$400 MILLION TERM LOAN, A $120 MILLION REVOLVING CREDIT FACILITY AND
THE RIGHT TO OBTAIN AN ADDITIONAL TERM LOAN OF UP TO $80 MILLION UNDER
CERTAIN CIRCUMSTANCES. WE WILL USE THE NET PROCEEDS OF THE OFFERING OF
THE SENIOR SUBORDINATED NOTES TO REPURCHASE OUR EXISTING 11% SENIOR
SUBORDINATED NOTES DUE 2008 AND TO REPAY A PORTION OF THE OUTSTANDING
TERM DEBT UNDER OUR EXISTING SENIOR CREDIT FACILITIES. WE WILL USE THE
PROCEEDS OF THE NEW SENIOR SECURED CREDIT FACILITIES, TOGETHER WITH
CASH ON HAND, TO REPAY ALL REMAINING BORROWINGS UNDER OUR EXISTING
SENIOR CREDIT FACILITIES AS WELL AS TO FINANCE THE TENDER OFFER, THE
REPURCHASE OF SHARES FROM CERTAIN OF OUR STOCKHOLDERS FOLLOWING THE
COMPLETION OF THE TENDER OFFER AND FOR CERTAIN OTHER PURPOSES.
2. The seventh paragraph under the heading "2. The Tender Offer - Purpose
of the Offer; Certain Effects of the Tender Offer - Purpose of the
Offer" is amended as follows:
Prior to commencing the tender offer we announced our intention to
offer and sell $250 million in aggregate principal amount of senior
subordinated notes; on May 1, 2003, we increased this offering to $300
million in aggregate principal amount of 7.5% senior subordinated
notes. In addition, we intend to enter into new senior secured credit
facilities with a syndicate of lenders that consist of a $400 million
term loan, a $120 million revolving credit facility and the right to
obtain an additional term loan of up to $80 million under certain
circumstances. We will use the net proceeds of the offering of the
senior subordinated notes to repurchase our existing 11% senior
subordinated notes due 2008 and to repay a portion of the outstanding
term debt under our existing senior credit facilities. We will use the
proceeds of the new senior secured credit facilities, together with
cash on hand, to repay all remaining borrowings under our existing
senior credit facilities as well as to finance the tender offer, the
repurchase of shares from Apollo following the completion of the tender
offer and for certain other purposes.
3. The second sentence of the second paragraph under the heading "2. The
Tender Offer - Purpose of the Offer; Certain Effects of the Tender
Offer - Certain Effects of the Tender Offer" is amended as follows:
On December 31, 2002, assuming we completed the refinancing of our
senior credit facilities and offering of our senior subordinated notes,
we would have had total indebtedness of $700 million (of which $300
million would have consisted of the new senior subordinated notes and
the balance would have consisted of loans under the new senior credit
facilities).
Item 7. Source and Amount of Funds or Other Consideration.
1. The first three paragraphs under the heading "9. Source and Amount of
Funds; Recapitalization Transactions" are amended as follows:
Source and Amount of Funds. Assuming that we purchase
2,200,000 shares in the tender offer at the maximum specified purchase
price of $66.00 per share, $145.2 million will be required to purchase
such shares. We expect that the maximum aggregate costs, including all
fees and expenses applicable to the tender offer, will be approximately
$146 million. We anticipate that we will obtain all of the funds
necessary to purchase shares tendered in the tender offer, as well as
to pay related fees and expenses, by borrowing up to approximately $200
million under the $400 million term loan portion of our new senior
secured credit facilities and using cash on hand. The tender offer is
conditioned upon the successful refinancing of our current senior
credit facilities and the offering of our senior subordinated notes
described below. We do not have alternate financing arranged in the
event the refinancing of our current senior credit facilities or the
sale of our senior subordinated notes does not take place.
Recapitalization. Prior to commencing the tender offer we
announced our intention to offer and sell $250 million in aggregate
principal amount of senior subordinated notes; on May 1, 2003, we
increased this offering to $300 million in aggregate principal amount
of 7.5% senior subordinated notes. In addition, we intend to enter into
new senior secured credit facilities with a syndicate of lenders that
consist of a $400 million term loan, a $120 million revolving credit
facility and the right to obtain an additional term loan of up to
$80 million under certain circumstances. We will use the net proceeds
of the offering of the senior subordinated notes to repurchase our
existing 11% senior subordinated notes due 2008 and to repay a portion
of the outstanding term debt under our existing senior credit
facilities. We will use the proceeds of the new senior secured credit
facilities, together with cash on hand, to repay all remaining
borrowings under our existing senior credit facilities as well as to
finance the tender offer, the repurchase of shares from Apollo
following the completion of the tender offer and for certain other
purposes.
New Senior Credit Facilities. We intend to enter into new
senior secured credit facilities with a syndicate of lenders led by
Lehman Commercial Paper Inc. as administrative agent. Under the new
senior secured credit facilities, we expect to borrow $400 in a term
loan, and to have a $120 million revolving credit facility and the
right to obtain an additional term loan of up to $80 million under
certain circumstances.
2. The seventh paragraph and the first two sentences of the eighth
paragraph under the heading "9. Source and Amount of Funds.
Recapitalization Transactions" are amended as follows:
We have no plans or arrangements to refinance or repay the
loans under the new senior credit facilities or the new senior
subordinated notes other than pursuant to their respective terms.
Notes Offering. Prior to commencing the tender offer, we
announced our intention to offer and sell $250 million in aggregate
principal amount of senior subordinated notes; on May 1, 2003, we
increased this offering to $300 million in aggregate principal amount.
These new senior subordinated notes will be seven year notes and pay
interest at a rate of 7.5% per annum.
STATEMENTS IN THIS SCHEDULE TO/A REGARDING THE NOTES OFFERING SHALL NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
THE SECURITIES TO BE OFFERED IN THE NOTES OFFERING HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
THOSE SECURITIES WILL ONLY BE OFFERED THROUGH THE MEANS OF AN OFFERING
MEMORANDUM.
Item 10. Financial Statements.
1. The amounts stated for "Book value per share of common stock" on an
unaudited pro forma consolidated basis under the heading "10. Certain
Financial Information" for the year ended December 31, 2002, under the
column headings "Assumed $60.00 Per Share Purchase Price" and "Assumed
$66.00 Per Share Purchase Price" are amended to read $18.90 and $18.33,
respectively.
2. The amounts stated for "Total assets" on an unaudited pro forma
consolidated basis under the heading "10. Certain Financial
Information" for the year ended December 31, 2002, under the column
headings "Assumed $60.00 Per Share Purchase Price" and "Assumed $66.00
Per Share Purchase Price" are amended to read 1,579,679 and 1,560,719,
respectively.
3. The amounts stated for "Stockholders equity" on an unaudited pro forma
consolidated basis under the heading "10. Certain Financial
Information" for the year ended December 31, 2002, under the column
headings "Assumed $60.00 Per Share Purchase Price" and "Assumed $66.00
Per Share Purchase Price" are amended to read 627,357 and 608,397,
respectively.
Exhibits.
(a)(1)(i) Offer to Purchase, dated April 28, 2003.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Letter to Stockholders, dated April 28, 2003.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Letter to Participants in Our 401(k) Plan.
(a)(5)(i) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plan to Refinance Its Senior
Debt and Repurchase Shares.
(a)(5)(ii) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plans to Conduct Modified Dutch
Auction Tender Offer.
(a)(5)(iii) Press Release, dated April 28, 2003, Rent-A-Center, Inc. Announces Commencement of Its Modified
Dutch Auction Tender Offer.
(a)(5)(iv) Form of Summary Advertisement.
(a)(5)(v) Press Release, dated May 1, 2003, Rent-A-Center, Inc. to Issue $300 Million of Senior Subordinated
Notes due 2010 at 7.5% Interest.
(a)(5)(vi) Press Release, dated May 1, 2003, Rent-A-Center, Inc. Announces Reduction in Senior Term Debt
Sought.
(d)(1) Stock Purchase Agreement, dated April 25, 2003, by and among Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P. and Rent-A-Center, Inc.
(d)(2) Third Amended and Restated Stockholders Agreement, dated as of December 31, 2002, by and among
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Mark E. Speese, Rent-A-Center,
Inc., and certain other persons.
(d)(3) Registration Rights Agreement, dated August 5, 1998, by and between Renters Choice, Inc., Apollo
Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., related to the Series A
Convertible Preferred Stock.
(d)(4) Second Amendment to Registration Rights Agreement, dated as of August 5, 2002, by and among
Rent-A-Center, Inc., Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.
(d)(5) Third Amendment to Registration Rights Agreement, dated as of December 31, 2002, by and among
Rent-A-Center, Inc., Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P.
(d)(6) Exchange and Registration Rights Agreement, dated December 19, 2001, by and among Rent-A-Center,
Inc., ColorTyme, Inc., Advantage Companies, Inc., J.P. Morgan Securities, Inc., Morgan Stanley &
Co. Incorporated, Bear, Stearns & Co. Inc., and Lehman Brothers, Inc.
(d)(7) Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 2, 2003 Rent-A-Center, Inc.
By: /s/ ROBERT D. DAVIS
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Name: Robert D. Davis
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Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i)* Offer to Purchase, dated April 28, 2003.
(a)(1)(ii)* Letter of Transmittal.
(a)(1)(iii)* Letter to Stockholders, dated April 28, 2003.
(a)(1)(iv)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)* Letter to Participants in Our 401(k) Plan.
(a)(5)(i)* Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plan to Refinance Its Senior
Debt and Repurchase Shares.
(a)(5)(ii)* Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plans to Conduct Modified Dutch
Auction Tender Offer.
(a)(5)(iii)* Press Release, dated April 28, 2003, Rent-A-Center, Inc. Announces Commencement of Its Modified
Dutch Auction Tender Offer.
(a)(5)(iv)* Form of Summary Advertisement.
(a)(5)(v)** Press Release, dated May 1, 2003, Rent-A-Center, Inc. to Issue $300 Million of Senior Subordinated
Notes due 2010 at 7.5% Interest.
(a)(5)(vi)** Press Release, dated May 1, 2003, Rent-A-Center, Inc. Announces Reduction in Senior Term Debt
Sought.
(d)(1)* Stock Purchase Agreement, dated April 25, 2003, by and among Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P. and Rent-A-Center, Inc.
(d)(2)(1) Third Amended and Restated Stockholders Agreement, dated as of December 31, 2002, by and among
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Mark E. Speese, Rent-A-Center,
Inc., and certain other persons.
(d)(3)(2) Registration Rights Agreement, dated August 5, 1998, by and between Renters Choice, Inc., Apollo
Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., related to the Series A
Convertible Preferred Stock.
(d)(4)(3) Second Amendment to Registration Rights Agreement, dated as of August 5, 2002, by and among
Rent-A-Center, Inc., Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.
(d)(5)(4) Third Amendment to Registration Rights Agreement, dated as of December 31, 2002, by and among
Rent-A-Center, Inc., Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P.
(d)(6)(5) Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan.
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* Previously filed.
** Filed herewith.
(1) Incorporated herein by reference to Exhibit 10.6 to the registrant's
Annual Report on Form 10-K for the year ended December 31, 2002.
(2) Incorporated herein by reference to Exhibit 10.22 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(3) Incorporated herein by reference to Exhibit 10.10 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(4) Incorporated herein by reference to Exhibit 10.9 to the registrant's
Annual Report on Form 10-K for the year ended December 31, 2002.
(5) Incorporated herein by reference to Exhibit 99.1 to the registrant's
Post-Effective Amendment No. 1 to Form S-8 dated as of December 31,
2002.