SEC Comment Letter for UPBOUND GROUP, INC. (UPBD) (CIK 0000933036) (UPBD) — Apr 14, 2017
UPBOUND GROUP, INC. (UPBD) (CIK 0000933036)
Date: April 14, 2017 · CIK: 0000933036 · Accession: 0000000000-17-012930
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 12, 2017, April 7, 2017
Letter
April 13, 2017 Steve Wolosky , Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019
Re: Rent -A-Center, Inc. Revised Preliminary Proxy Statement on Schedule 14A filed by Engaged Capital Flagship Master Fund, LP, Glenn W. Welling, et al. Filed April 12, 201 7 File No. 1-38047
Dear M r. Wolosky :
We have reviewed the filing above and the related letter dated April 12, 2017 responding to our comment letter dated April 7, 2017 , and we have the following additional comment s.
Revised Preliminary Proxy Statement
1. A reasonable factual basis must exist for each statement or assertion of opinion or belief . Support for any such opinions or beliefs should be self -evident, disclosed in the soliciting mater ials or provided to the staff on a supplemental basis with a view toward disclosure. Please provide support for the following and revise accordingly: “…we believe Rent -A-Center has grown Acceptance Now by reducing rental standards, and as a result, high levels of merchandise retu rns have flooded Core U.S. sales floors causing the Core stores to be competitively disadvantaged to peers. ”
2. Disclosure on page 6 indicates that “[a]t the time the Poison Pill was adopted, Engaged Capital had beneficial ownership of approximately 16.9% of the outstanding shares of Com mon Stock and combined beneficial and economic ownership interest in approximately 20.5% of the outstanding shares of Common Stock. ” Please c onsider supplementing the disclosure to explain the reference to economic ownership interest.
3. We note that Mr. Butler currently serves as Chief Executive Of ficer, President and a director of A Team Leasing, which we understand operates rent -to-own stores i n competition with the Company. With a view towards disclosu re in the proxy s tatement , please advise whether Mr. Butler ’s role at A Team Leasing presents any issues or risks with respect to his service as director of the Company, including (i) potential violations of Section 8 of the Clayton Act, related to competitive in terlocks between two companies; (ii) potential conflicts of interest ; (iii) adherence to the Company’ s corporate
Steve Wolosky , Esq. Olshan Frome Wolosky LLP April 13, 2017 Page 2
governance policies ; and (iv) potential restrictions placed on Mr. Butler as a member of the Company ’s board of directors .
* * *
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 -3444 with any questions.
Sincerely ,
/s/ Perry J. Hindin
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April 13, 2017 Steve Wolosky , Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Re: Rent -A-Center, Inc. Revised Preliminary Proxy Statement on Schedule 14A filed by Engaged Capital Flagship Master Fund, LP, Glenn W. Welling, et al. Filed April 12, 201 7 File No. 1-38047 Dear M r. Wolosky : We have reviewed the filing above and the related letter dated April 12, 2017 responding to our comment letter dated April 7, 2017 , and we have the following additional comment s. Revised Preliminary Proxy Statement 1. A reasonable factual basis must exist for each statement or assertion of opinion or belief . Support for any such opinions or beliefs should be self -evident, disclosed in the soliciting mater ials or provided to the staff on a supplemental basis with a view toward disclosure. Please provide support for the following and revise accordingly: “…we believe Rent -A-Center has grown Acceptance Now by reducing rental standards, and as a result, high levels of merchandise retu rns have flooded Core U.S. sales floors causing the Core stores to be competitively disadvantaged to peers. ” 2. Disclosure on page 6 indicates that “[a]t the time the Poison Pill was adopted, Engaged Capital had beneficial ownership of approximately 16.9% of the outstanding shares of Com mon Stock and combined beneficial and economic ownership interest in approximately 20.5% of the outstanding shares of Common Stock. ” Please c onsider supplementing the disclosure to explain the reference to economic ownership interest. 3. We note that Mr. Butler currently serves as Chief Executive Of ficer, President and a director of A Team Leasing, which we understand operates rent -to-own stores i n competition with the Company. With a view towards disclosu re in the proxy s tatement , please advise whether Mr. Butler ’s role at A Team Leasing presents any issues or risks with respect to his service as director of the Company, including (i) potential violations of Section 8 of the Clayton Act, related to competitive in terlocks between two companies; (ii) potential conflicts of interest ; (iii) adherence to the Company’ s corporate Steve Wolosky , Esq. Olshan Frome Wolosky LLP April 13, 2017 Page 2 governance policies ; and (iv) potential restrictions placed on Mr. Butler as a member of the Company ’s board of directors . * * * We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact me at (202) 551 -3444 with any questions. Sincerely , /s/ Perry J. Hindin Perry J. Hindin Special Counsel Office of Mergers and Acquisitions