Rent A Center Merger Agreement

Rent-A-Center announced that it has entered into a transaction agreement with Vintage Capital Management and its financial partner B. Riley Financial for the termination of the merger agreement in the past year. Given the company`s current financial and operational capacity, the Rent-A-Center Board of Directors has decided not to exercise its right to extend the closing date of the transaction and has instead chosen to exercise the company`s right to terminate the merger agreement. As a result, Rent-A-Center informed Vintage Capital today of rent-A-Center`s termination of the merger agreement and drew attention to Vintage Capital`s obligation to pay the company a $126,500,000 auto-break tax within three business days. The company will hold a conference call on Thursday, December 20, 2018 at 8:30 a.m.m to discuss its 2019 financial forecast. After a two-day trial, the court found that Rent-A-Center`s termination was valid and effective. By this conclusion, the Tribunal rejected Vintage`s argument that (1) its failure to transmit a written notification of an extension of the year-end date had been omitted by the conduct of the parties. (2) Rent-A-Center breached its obligation to make reasonable economic efforts to complete the transaction by not reminding Vintage of its obligation to send an extension notification or to inform Vintage of its intention to terminate if Vintage did not send an extension notification; and (3) Rent-A-Center fraudulently led Vintage to believe that Rent-A-Center still wanted to complete the merger. Investors:Rent-A-Center, Inc.Maureen Short, 972-801-1899Interim Chief Financial Officermaureen.short@rentacenter.comorMedia:Joele Frank, Wilkinson Brimmer KatcherJames Golden / Matthew Gross / Aura Reinhard, 212-355-4449orVintage Capital Management: Andrew Laurence, 617-690-2580Partneralaurence@vintcap.com PLANO, Texas – ORLANDO, Fla.–(BUSINESS WIRE)-Jun. 18, 2018– Rent-A-Center, Inc. (NASDAQ/NGS:RCII) (“Rent-A-Center” or “the company”), a leading company in the leasing industry, announced today that there is a final agreement (the “merger” Agreement”) with Vintage Rodeo Parent, LLC (“Vintage”), a subsidiary of Vintage Capital Management, LLC (“Vintage Capital”), acquires all outstanding shares of Rent A Center`s common stock for $15.00 per share in cash.

The transaction, which is not subject to a financing condition and is expected to close by the end of 2018 under normal closing conditions, including obtaining authorizations from shareholders and authorities, represents a total amount of approximately $1.365 billion, including net debt. The vintage rodeo v. The Rent-A Centre`s decision provides important information to merger practitioners and procedural parties on how the Court of Appeal explicitly agrees contractually between the parties to the merger. Glasscock ruled Thursday that the complainants had not offered an explanation for the non-notification, leading to the “terrifying conclusion” that “some vintage and B.