Benzinga | Nov 17, 2020 06:24PM EST

Aaron's Holdings Anticipates Closing Spin-Off of Aaron's Business on November 30, 2020

Aaron's Holdings Company, Inc. (NYSE:AAN) today announced that its Board of Directors has established November 27, 2020 as the record date and November 30, 2020 as the anticipated closing date for the distribution of the Aaron's Business segment to the Company's shareholders.

Following the spin-off transaction, the Company will be renamed PROG Holdings, Inc and will trade on the New York Stock Exchange under the new symbol "PRG". The spun-off company that will hold the Aaron's Business segment will be named The Aaron's Company, Inc. (The Aaron's Company), and its common stock will trade on the New York Stock Exchange under the symbol "AAN".

Additional Details of the Distribution

The separation will be completed through a pro rata dividend of The Aaron's Company common stock to Company shareholders of record as of the close of business on the record date. Each Company shareholder as of the record date will receive one (1) share of common stock of The Aaron's Company for every two (2) shares of Company common stock held by such shareholder on the record date. Shareholders will receive cash in lieu of any fractional shares that they would otherwise receive in the distribution.

The distribution does not require shareholder approval, nor is any shareholder action necessary to receive shares in the distribution of common stock of The Aaron's Company. Shareholders who hold Company common stock as of the record date will receive shares in book-entry form and no physical share certificates of The Aaron's Company will be issued.

The Aaron's Company's Registration Statement on Form 10, as amended, including an Information Statement describing the spin-off, the Aaron's Business, certain risks of owning common stock of The Aaron's Company and other details regarding the separation and distribution has been filed with the U.S. Securities and Exchange Commission and notice of internet availability of the information statement will be mailed to the Company's shareholders as of the record date and posted to the investor relations section of the Company's website.

The spin-off has been structured to qualify as a tax-free distribution to Company shareholders and the Company for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. Company shareholders should consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the spin-off.

Beginning on November 25, 2020, and continuing until the occurrence of the distribution, the Company expects that Company common stock will trade in two markets on the NYSE: in the "regular-way" market under the symbol "AAN" and under the current name, "Aaron's Holdings Company, Inc.", and in the "ex-distribution" market under the symbol "PRG WI." and under the new name "PROG Holdings, Inc."

Any Company shareholders who sell their shares in the "regular-way" market on or before November 27, 2020, will also be selling their right to receive The Aaron's Company common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying and selling Company common stock on or before the distribution date.

Trading in common stock of The Aaron's Company is expected to begin on a "when issued" basis on or about November 25, 2020 on the New York Stock Exchange, under the symbol "AAN WI." and under the name "The Aaron's Company, Inc." "When issued" trading of common stock of The Aaron's Company will continue until the distribution occurs. The Company anticipates that "regular way" trading of common stock of The Aaron's Company under the symbol "AAN" will begin on December 1, 2020.

On December 1, 2020, "regular-way" trading for the Company under the name "PROG Holdings, Inc." will begin on the NYSE under the symbol "PRG."

The distribution of The Aaron's Company common stock is subject to the satisfaction or waiver of certain conditions including, but not limited to, the Registration Statement on Form 10 for The Aaron's Company common stock being declared effective by the U.S. Securities and Exchange Commission, and the other conditions described in the information statement included in the Form 10.