Rent-A-Center, Inc. (NasdaqGS:RCII) entered into a definitive agreement to acquire Acima Credit, LLC for $1.7 billion on December 20, 2020. Under the terms of the transaction, Rent-A-Center will pay $1.273 billion in cash and approximately 10.8 million shares of Rent-A-Center will be issued. The cash portion will be funded via mix of debt and cash on hand. Debt to be funded through a new asset-based loan, new term loan B, new secured bond, and new unsecured bond. Rent-A-Center has obtained $1.825 billion in debt financing commitments from J.P. Morgan Securities LLC, Credit Suisse and HSBC Securities (USA) Inc., in connection with the transaction, subject to the terms and conditions of the respective commitment letters. On February 4, 2021 - Rent- A- Center announced pricing of the private offering by its wholly- owned subsidiary, Radiant Funding SPV, LLC, of $450 million in aggregate principal amount of 6.375% senior unsecured notes due 2029 (the “Notes”). The Notes will be issued at par value. Rent- A- Center intends to use the net proceeds from this offering, together with borrowings under the Company’s asset based revolving facility and a new term loan facility, to finance the consideration required to effect its merger with Acima. Acima Credit generated revenues of $866 million and adjusted EBITDA of $139 million during the year ended December 31, 2019. Upon the closing of the transaction, the current Acima management team will report to Preferred Dynamix Executive Vice President Jason Hogg, and the combined business will be reported in the Preferred Lease segment. The transaction is subject to subject to customary closing conditions and regulatory approvals and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. On February 3, 2021 FTC granted the early termination notice. The transaction is expected to close in first half of 2021. As of February 4, 2021, the transaction is expected to close in first quarter of 2021. The transaction is expected to be accretive to Rent-A-Center’s consolidated adjusted EBITDA margin, adjusted EPS; estimated double-digit plus in first full year post-close and significantly more accretive in second year post-close. J.P. Morgan Securities LLC and Credit Suisse acted as financial advisors and John J. Anselmi, Ari B. Blaut, Ronald E. Creamer Jr., Matthew M. Friestedt, Renata B. Hesse, Stephen H. Meyer, Nader A. Mousavi, Rita-Anne O'Neill, Sarah P. Payne, Eric H. Queen, Alison S. Ressler, Matthew C. Barnett and Rebecca S. Coccaro of Sullivan & Cromwell LLP acted as legal advisors to Rent-A-Center. JPMorgan Chase & Co. also provided a provided a fairness opinion to Rent-A-Center. FT Partners acted as financial advisor and Erica Bonnett, Nicholas Demmo, Nelson Fitts, Joshua Holmes and Eric Rosof of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Acima Credit, LLC. Eric Mitzenmacher of Mayer Brown LLP represented lease-to-own company Rent-A-Center, Inc. in the transaction. Rent-A-Center, Inc. (NasdaqGS:RCII) completed the acquisition of Acima Credit, LLC on February 17, 2021. Art Robinson, David Azarkh, John O’Connell, Jessica Tuchinsky, Brandan Still, Soogy Lee, Sophie Staples, Andrew Blau, Michael Isby, Keith Noreika and Adam Cohen and Jennie Getsin of Simpson Thacher represented J.P. Morgan Securities LLC in connection with the offering by Rent-A-Center of $450 million aggregate principal amount of 6.375% Senior Notes due 2029. The net proceeds of the notes offering will be used, in part, to finance the acquisition of Acima Holdings. Simpson Thacher also represented JPMorgan Chase Bank, N.A., as administrative agent, in providing committed financing for the acquisition, including a new $875 million senior secured term loan credit facility and $550 million ABL facility.