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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
 
December 14, 2009
Date of Report (Date of earliest event reported)
 
(Exact name of registrant as specified in its charter)
 
Oregon
  
0-15159
  
93-0780536
(State or other jurisdiction of
incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
 
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon 97220
 (Address of principal executive offices, zip code)
 
(503) 284-7581
(Registrant’s telephone number, including area code)
 
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))
 
 
 
 

Item 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
On December 14, 2009, Rentrak Corporation (“Rentrak”) entered into a Master Purchase Agreement (the “Purchase Agreement”) with The Nielsen Company (US), LLC, a Delaware limited liability company (the “Seller”), pursuant to which Rentrak will acquire the shares of Nielsen EDI Limited, a private limited liability company incorporated and registered under the laws of England and Wales, and certain of the Seller’s assets in the United States, Australia, Germany, France, Mexico, Argentina, and Spain relating exclusively to the portion of the Seller’s business that provides information management and business intelligence services by gathering and tracking theatrical gross receipt ticket sales and related information at movie theaters in certain countries for films and pay-per-view screenings at such facilities (collectively, the “EDI-Business”). 
 
As consideration for the acquisition of the EDI-Business, Rentrak has agreed to pay US$15,000,000 and to assume certain liabilities of the EDI-Business.  The Purchase Agreement contains customary representations, warranties and covenants. The closing is subject to customary conditions, including the receipt of any requisite governmental approval. Under the Purchase Agreement, the Seller has agreed to notify or consult with all requisite works councils and other similar employee representative bodies.  In addition, the parties have agreed that the Purchase Agreement shall not be considered binding on them in certain countries until the requisite consultation processes with the employee representative bodies have been completed. Subject to certain limitations, each party has also agreed to indemnify the other parties for breaches of representations, warranties and covenants and other specified matters.
 
Rentrak and the Seller will enter into a Data License Agreement that will provide continued access to certain box office sales information for certain of the Seller’s existing products and services that currently use or feature such data and a Transition Services Agreement that will provide certain services to Rentrak on a transitional basis.

  The foregoing summary of the Purchase Agreement does not purport to describe all of the terms of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed with the Securities and Exchange Commission following the consummation of the transactions contemplated therein.
  
 
(d)            Exhibits
 
 
99.1
Press Release entitled “Rentrak to Have Global Footprint with Acquisition of Nielsen EDI” issued by Rentrak Corporation on December 15, 2009.

 
 
 

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.
 
 
RENTRAK CORPORATION
     
Date:  December 14, 2009
By:
/s/ David Chemerow
   
David Chemerow
   
Chief Operating Officer and Chief Financial
Officer
 
 
 
 


Exhibit
  
   
       99.1
Press Release entitled “Rentrak to Have Global Footprint with Acquisition of Nielsen EDI” issued by Rentrak Corporation on December 15, 2009.
 
 
 
 



CONTACT

Investors:
Media:
Media:
Laurie Berman
Sallie Olmsted
Gary Holmes
PondelWilkinson Inc.
Rogers & Cowan
The Nielsen Company
For Rentrak Corporation
For Rentrak Corporation
Tel:  646-654-8975
Tel: 310-279-5962
Tel: 310-854-8124
Email: [email protected]
Email: [email protected]
Email: [email protected]
  

RENTRAK TO HAVE GLOBAL FOOTPRINT WITH ACQUISITION OF NIELSEN EDI

Transaction Solidifies Rentrak’s Position as World’s Premier Provider
of Real-Time Theatrical Box Office Ticket Sales Data

PORTLAND, Ore. and HOLLYWOOD, Calif. (December 15, 2009) — Rentrak Corporation (Nasdaq: RENT), a leader in multi-screen media measurement serving the entertainment and advertising industries, and The Nielsen Company, today announced that the companies have signed a definitive agreement under which Rentrak will acquire Nielsen EDI, a global leader in measurement, information and research solutions for the motion picture industry from The Nielsen Company.  The transaction, which is expected to close in the first calendar quarter of 2010, is subject, in some jurisdictions, to consultation with employee representative bodies and other regulatory requirements.  As part of the transaction, Nielsen will also enter into a long term data license agreement with Rentrak for continued access to certain box office sales information for certain of its existing products and services that currently use or feature such data.

Nielsen EDI, which will be integrated into Rentrak’s AMI division and its Box Office Essentials™ business, captures theatrical box office results from more than 50,000 movie screens in 14 countries.  The combination will provide box office results for the United States, Canada, Australia, Argentina, Brazil, France, Germany, Hong Kong, India, Japan, Korea, Mexico, Russia, Spain and the United Kingdom, covering 90% of the global theatrical box office market.

“This strategic transaction will provide Rentrak with a substantial global platform, further enabling our ability to provide robust measurement capabilities and analytics to entertainment, media and advertising companies throughout the world, and from which to pursue new business opportunities,“ said Bill Livek, Rentrak’s Chief Executive Officer.

“While EDI has been an important part of the Nielsen portfolio, this transaction allows our entertainment group to focus on its core businesses and those parts of the company that are most aligned with our long-term strategy.  Nielsen remains committed to increasing its understanding of the connected consumer, with a special focus on the relationship between media consumption and consumer purchase behavior,” said Eric Weinberg, President, Nielsen Entertainment.

“Overseas box office continues to be a major contributor to movie receipts and is an important facet of our strategy to solidify Rentrak’s position as the ‘gold standard’ for worldwide, real-time measurement of theatrical box office ticket sales,” added Ron Giambra, Rentrak’s Executive Vice President, Theatrical Worldwide.  “With the encouragement of our studio partners, our strategic geographic expansion will provide a truly unified view of the global motion picture consumer.”

- more -

 
 
 

Rentrak to Have Global Footprint with Acquisition of Nielsen EDI
December 15, 2009
Page 2 of 2

About The Nielsen Company
The Nielsen Company is a global information and media company with leading market positions in marketing and consumer information, television and other media measurement, online intelligence, mobile measurement, trade shows and business publications (Billboard, The Hollywood Reporter, Adweek).  The privately held company is active in approximately 100 countries, with headquarters in New York, USA.  For more information, please visit, www.nielsen.com.

About Box Office Essentials
Box Office Essentials provides each studio with password-protected, real-time, web browser-based and 24/7 access to data pertaining specifically to their movie release titles.  A sophisticated toolset allows studio distribution executives to view and analyze the information at different levels of detail and across a multitude of attributes (by theatre circuit, DMA, time zone, etc.), enhancing their ability to make faster, and better informed decisions.  Additional features include online school calendars (K-12 and college), interactive release schedule and 24-hour subscriber support.

About Rentrak Corporation
Rentrak Corporation is an industry-advancing media measurement and research company, serving the most recognizable names in the entertainment industry.  Reaching across numerous platforms including box office, home entertainment, on-demand and linear television, broadband and mobile, Rentrak provides unique and actionable insight for our clients and partners.  From the introduction of our revolutionary Pay-Per-Transaction® distribution and revenue-sharing system, which equipped Rentrak with the intelligence and ability to deal with large, complex data streams, to the company’s exclusive Essentials™ suite of services, Rentrak has redefined digital audience measurement.  Rentrak is headquartered in Portland, Oregon, with additional offices in Los Angeles, New York City and Miami/ Ft. Lauderdale.  For more information on any of Rentrak’s services, please visit www.rentrak.com.

Safe Harbor Statement
When used in this discussion, the words “anticipates,” “expects,'' “intends'' and similar expressions are intended to identify forward-looking statements.  Such statements relate to, among other things, that Rentrak is creating attractive value for its shareholders and is well positioned for sustainable long-term growth and profitability; and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.  Factors that could affect Rentrak's financial results include customer demand for movies in various media formats subject to company guarantees, the company’s ability to attract new revenue-sharing customers and retain existing customers, the company’s success in maintaining its relationships with studios and other product suppliers, the company’s ability to successfully develop and market new services to create new revenue streams, and Rentrak’s customers continuing to comply with the terms of their agreements.  Additional factors that could affect Rentrak's financial results are described in Rentrak's March 31, 2009 annual report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission.  Results of operations in any past period should not be considered indicative of the results to be expected for future periods.

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