PROG Holdings, Inc. PRG

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Date? Yes. You may withdraw any...

expiry = 2021-12-03...Offer to Purchase for Cash Up to $425,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $44.00 Per Share and Not More Than $50.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 3, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED. PROG Holdings, Inc., a Georgia corporation (“PROG Holdings,” the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $425,000,000 in value of shares of its...

listed = True...ate purchase price of less than $425,000,000 are properly tendered and not properly withdrawn, we will buy all shares properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date. Our shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “PRG.” On November 2, 2021, the last trading day prior to the announcement of the Company’s intention to commence the Company of the tender offer, the last reported sale price of the shares on the NYSE was $41.20 per share. The minimum purchase price of $44.00 per share could be below the closing price of our c...

mechanism = DUTCH...hase where you will find a more complete discussion. Who is offering to purchase my shares? We (PROG Holdings, Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a “modified Dutch auction.” This procedure allows you to select the price (in increments of $0.50) within a price range specified by us at which you are willing to sell your shares. We are offering to purchase up to $425,000,000 in value of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other shareholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiratio...

no_priority = True...TAX AT A RATE OF 30% (OR SUCH LOWER RATE AS MAY BE SPECIFIED BY AN APPLICABLE INCOME TAX TREATY) ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 29 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum...

price = USD 44.0-50.0...x99a1i.htm OFFER TO PURCHASE Offer to Purchase Exhibit (a)(1)(i) PROG Holdings, Inc. Offer to Purchase for Cash Up to $425,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $44.00 Per Share and Not More Than $50.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 3, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR EARLIER TERMINATED. PROG Holdings, Inc., a...

priority_conflicting = True...and shares having an aggregate purchase price in excess of $425,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other shareholders who properly tender shares at or below the Purchase Price and do...

threshold = 100...rchase price in excess of $425,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, on a pro rata basis (with appropriate adjustments to avoid the purchase of fractional shares) from all other shareholders who properly tender shares at or below the Purchase Price and do not pr...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d241938dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Exhibit (a)(1)(i) PROG Holdings, Inc. Offer to Purchase for Cash Up to $425,000,000 in Value of its Common Stock At a Purchase Price Not Less Than $44.00 Per Share and Not More Than $50.00 Per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 3,...