Rent-A-Center announced today that it anticipates refinancing its current senior debt by entering into a new $650 million senior credit facility, consisting of a $450 million term loan, a $120 million revolving credit facility and an $80 million synthetic term loan, the terms of which will, among other things, permit the Company to repurchase up to approximately an additional $200 million of its common stock.

In that connection, the Company also announced today its intention to commence next week a tender offer to purchase up to 2.2 million shares of its outstanding common stock at prices between $60 and $66 per share pursuant to a modified "Dutch Auction." The Company also announced that it has entered into an agreement with Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. to purchase additional shares of the Company's common stock from such entities at the price established in the tender offer, subject to certain conditions.

Robert D. Davis
Chief Financial Officer
"The transactions announced today are all part of our effort to pursue long-term financing opportunities for the Company. We believe these transactions, coupled with the previously announced refinancing of our 11% Senior Subordinated Notes, will improve our overall financial flexibility and lower our current cost of capital."

Dutch Auction Details

Rent-A-Center Board of Directors has approved a modified "Dutch Auction" tender offer to purchase up to 2,200,000 shares of its outstanding common stock at a price between $60 and $66 per share, for an aggregate purchase price of up to $145.2 million.

The Company expects to commence the tender offer on or about April 28, 2003, and that the tender offer will expire at 5:00 p.m., New York City time, on June 5, 2003, unless extended. Tenders of shares must be made on or prior to the expiration of the tender offer, and shares may be withdrawn at any time on or prior to the expiration of the tender offer.

On the terms and subject to the conditions of the tender offer, stockholders will have the opportunity to tender all or a portion of their shares at a price or prices specified by the stockholder within the stated price range. The Company will select the lowest price per share within that range that will enable it to purchase 2,200,000 shares, or such lesser number of shares as are properly tendered. If stockholders properly tender more than 2,200,000 shares at or below the purchase price selected by the Company, the Company will first purchase shares tendered by those stockholders who beneficially own fewer than 100 shares, then purchase on a pro rata basis shares tendered by stockholders at or below the price selected by the Company, and finally, if necessary in order to reach the 2,200,000 share maximum, purchase by random lot shares tendered conditionally for which the condition was not initially satisfied.

All shares purchased in the tender offer will be purchased at the same price. The Company will pay the purchase price, net in cash, without interest, promptly after the expiration of the tender offer. The Company will return all shares not purchased to the tendering stockholders free of charge promptly after the expiration of the tender offer. The tender offer will be subject to a number of conditions, including the closing of a new senior credit facility and of a previously-announced sale of senior subordinated notes.

None of the Company's officers, directors or affiliates intends to tender shares in the tender offer.

The Company has entered into an agreement with Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., whereby the Company will purchase shares from the Apollo entities following the termination of the tender offer and the expiration of a ten business day waiting period after the date of termination. The Company has agreed to purchase a number of shares sufficient to cause the Apollo entities' aggregate percentage ownership of the Company's common stock to be reduced from 20.03% to 19.00% of the issued and outstanding shares. The price for the shares purchased from the Apollo entities will be the same as that paid by the Company in the tender offer. Apollo will not be obligated to sell any shares under the agreement unless it would be entitled to sell at least 666,667 shares; approximately 950,000 shares must be validly tendered by shareholders participating in the tender offer in order to result in Apollo's selling at least 666,667 shares. The tender offer will not be conditioned on the tender of any minimum number of shares.

Lehman Brothers Inc. will act as dealer-manager for the tender offer, and D.F. King & Co., Inc., will be the information agent.

None of the Company, any member of its board of directors or Lehman Brothers Inc. is making any recommendation to stockholders as to whether to tender shares or as to what price at which to tender. Stockholders must decide how many shares they will tender, if any, and the price, within the stated range, at which they will offer shares for purchase.