M&A: UPBOUND GROUP, INC.

Form Type: 8-K

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000110465924128068

Comments: 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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