Form 8-K - Current report

false0001821393October 3, 202400018213932024-10-032024-10-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________

 FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):    October 3, 2024

THE AARON'S COMPANY, INC.

(Exact name of Registrant as Specified in Charter)

Georgia

1-39681

85-2483376

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

400 Galleria Parkway SE

Suite 300

Atlanta

Georgia

30339-3194

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.50 Par Value			AAN			New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 7.01.     REGULATION FD DISCLOSURE

On October 3, 2024, The Aaron’s Company, Inc. (the "Company") and IQVentures Holdings, LLC ("IQV") issued a joint press release announcing that the parties expect to complete the previously announced acquisition by IQV of the Company on October 3, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

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ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits:

Exhibit No.			Description
99.1			Press Release of The Aaron's Company, Inc., issued October 3, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									THE AARON'S COMPANY, INC.
						By:			/s/ C. Kelly Wall
Date:			October 3, 2024						C. Kelly Wall Chief Financial Officer

Exhibit 99.1

IQVentures To Complete Acquisition of The Aaron's Company

Atlanta, GA – October 3, 2024 – The Aaron's Company, Inc. (“The Aaron’s Company” or "Aaron's") (NYSE: AAN) and IQVentures Holdings, LLC (“IQVentures”) today announced that they expect to complete the previously announced acquisition by IQVentures of The Aaron’s Company later today. The acquisition was originally announced on June 17, 2024, and approved by The Aaron's Company shareholders on September 25, 2024. Upon completion of the transaction, The Aaron's Company’s common stock will cease trading and will no longer be listed on the NYSE.

Advisors

J.P. Morgan Securities LLC is serving as exclusive financial advisor to The Aaron's Company, and Jones Day is serving as legal counsel. Stephens Inc. is serving as exclusive financial advisor to IQVentures, and King & Spalding LLP is serving as legal counsel.

About The Aaron's Company, Inc.

Headquartered in Atlanta, The Aaron's Company, Inc. is a leading, technology-enabled, omnichannel provider of lease-to-own and retail purchase solutions of appliances, electronics, furniture, and other home goods across its brands: Aaron's, BrandsMart U.S.A., BrandsMart Leasing, and Woodhaven. Aaron's offers a direct-to-consumer lease-to-own solution through its approximately 1,210 Company-operated and franchised stores in 47 states and Canada, as well as its e-commerce platform. BrandsMart U.S.A. is one of the leading appliance retailers in the country with 12 retail stores in Florida and Georgia, as well as its e-commerce platform. BrandsMart Leasing offers lease-to-own solutions to customers of BrandsMart U.S.A. Woodhaven is the Company's furniture manufacturing division. For more information, visit investor.aarons.com, aarons.com, and brandsmartusa.com.

About IQVentures

Headquartered in the Columbus, Ohio metropolitan area, IQVentures invests in and builds the next generation of technology and companies that help shape the future. IQVentures has substantial experience and expertise in all aspects of consumer and business financing and leverages proprietary technology and shared services to help drive value for the companies it acquires. For more information, please visit www.iqventures.com.

Forward Looking Statements

This news release contains forward-looking statements, including statements regarding the proposed acquisition by IQVentures of The Aaron’s Company and the expected closing date of such acquisition. Forward-looking statements are all statements other than those of historical fact, and generally can be identified by the use of forward-looking terminology, such as "believe," "expect," "expectation," "anticipate," "may," "could," "should," "intend," "seek," "estimate," "plan," "target," "project," "likely," "will," "forecast," "future," "outlook," or other similar words, phrases, or expressions. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include (i) the ability of IQVentures to obtain financing for the proposed transaction; (ii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (iii) litigation relating to the proposed transaction; (iv) the inability to retain key personnel, or potential diminished productivity due to the impact of the proposed transaction on The Aaron’s Company's current and prospective employees, key management, customers, suppliers, franchisees and business partners; and (v) the other risks and uncertainties discussed under "Risk Factors" in The Aaron’s Company's most recent Annual Report on Form 10-K and in other documents that The Aaron’s Company files from time to time with the SEC. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Except as required by law, the parties undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this news release.

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Exhibit 99.1

Aaron’s Investor Relations Contact:

[e-mail]

Phone: [phone]

Aaron’s Media Relations Contact:

[e-mail]

Phone: [phone]

FGS Global

Jim Barron / Jamie Baird / Danielle Berg

[e-mail]

IQVentures Media Relations Contact:

Phone: [phone]

Document and Entity Information Document	Oct. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 03, 2024
Entity Registrant Name	THE AARON'S COMPANY, INC.
Entity Central Index Key	0001821393
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	1-39681
Entity Tax Identification Number	85-2483376
Entity Address, Address Line One	400 Galleria Parkway SE
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339-3194
City Area Code	678
Local Phone Number	402-3000
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 Par Value
Trading Symbol	AAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Address, Address Line Two	Suite 300

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