M&A - UPBOUND GROUP, INC.

Form Type: 10-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000093303625000042

Filing Summary: Upbound Group, Inc. reports its annual performance for the fiscal year ended December 31, 2024, including key financial metrics and corporate strategies. The company completed the acquisition of Brigit, enhancing its operational capabilities within the segment. With a focus on integrating Brigit, Upbound emphasizes the expected benefits in operational synergies and market expansion. The report also addresses challenges from macroeconomic conditions, potential impacts on business performance and consumer behavior, capital allocation strategies, and risk management approaches. The company's market valuation as reported was $1,649,853,144. As of February 18, 2025, the outstanding shares were reported at 57,423,571. Upbound's commitment to adapting its strategy in response to economic factors was highlighted alongside plans for share repurchases and ongoing assessments of operational risks.

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Form Type: S-3ASR

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925015482

Filing Summary: On February 20, 2025, Upbound Group, Inc. filed a registration statement under the Securities Act of 1933 relating to the prospective continuous sale of 1,949,189 shares of its common stock, which were issued to former stockholders of Bridge IT, Inc. (Brigit) as part of Upbound's recent acquisition of Brigit completed on January 31, 2025. The acquisition, valued at up to $460 million, included an initial payment of approximately $278.67 million in cash and 2.69 million shares of common stock, along with deferred payments and an earnout based on future performance metrics of Brigit. This prospectus serves to facilitate the resale of these shares by designated selling stockholders, who may sell them at market prices or through private transactions, with Upbound receiving no proceeds from these sales. The registration also notes the company’s reported common stock price of $29.11 as of February 19, 2025 and includes cautionary notes regarding forward-looking statements, emphasizing risks associated with the ongoing business integration and market conditions following the acquisition of Brigit. The document underscores the firm’s technology-driven approach in providing financial solutions and maintaining market presence in lease-to-own sectors.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925009700

Filing Summary: On January 31, 2025, Upbound Group, Inc. completed its acquisition of Bridge IT, Inc. under the terms of the previously announced Merger Agreement dated December 12, 2024. The Company issued approximately 2.69 million shares of its common stock and paid around $278.67 million in closing cash consideration to Brigit's securityholders. Additionally, $75 million in deferred consideration will be paid in installments over the next two years, and potential earnout payments of up to $60 million are contingent on certain performance metrics in 2026. Closing Stock Consideration issued to key Brigit executives is subject to a vesting schedule. The transaction was executed without registration under the Securities Act due to exemptions provided. A Registration Rights Agreement was also established for the resale of shares. A press release was issued to announce the completion of the acquisition.

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Form Type: 8-K

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000110465924128068

Filing Summary: On December 12, 2024, Upbound Group, Inc. entered into an Agreement and Plan of Merger with Fortuna Merger Sub, Inc., Bridge IT, Inc., and Shareholder Representative Services LLC. Under the terms of the Merger Agreement, Upbound will pay Brigit securityholders a total of $243,750,000 in cash, shares worth $81,250,000 based on the closing price of the Common Stock, and up to $75,000,000 in deferred payments. Additionally, there are potential earnouts up to $60,000,000 contingent on the financial performance of Brigit in 2026. The Aggregate Stock Consideration is subject to vesting terms provided individually to the Co-Founders of Brigit. Customary representations and warranties, covenants, and conditions for the completion of the merger are detailed within the document, including necessary regulatory approvals. The merger is expected to be completed by April 1, 2025, unless terminated under specified conditions.

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