United Rentals Inc /De - Tender offer statement by Issuer (SC TO-I)
June 17 2008 - 7:22AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
United
Rentals, Inc.
(Name of Subject Company
(Issuer) and Filing Person (Offeror))
Common
Stock, par value $0.01 per share
(Titles
of Class of Securities)
911363 10
9
(CUSIP
Number of Class of Securities)
Roger E.
Schwed, Esq.
Executive Vice President and General Counsel
Five Greenwich Office Park
Greenwich, CT 06831
Phone:
(203) 622-3131
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing
Persons)
With a copy to:
Gary
Horowitz, Esq.
Eric Swedenburg, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$
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679,000,000.00
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$
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26,684.70
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*
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Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of a total of
27,160,000 shares of outstanding common stock, par value of
$0.01 per share, of United Rentals, Inc., together with the
associated preferred share purchase rights, at the maximum
tender offer price of $25.00 per share.
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**
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The amount of the filing fee equals $39.30 per million
(0.00393%) of the transaction value and is estimated in
accordance with Section 14(g)(3) and
Rule 0-11
under the Securities Exchange Act of 1934, as amended.
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o
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid: Not Applicable
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Filing Party: Not Applicable
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Form or Registration No.: Not Applicable
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Date Filed: Not Applicable
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
o
third-party
tender offer subject to
Rule 14d-1.
þ
issuer
tender offer subject to
Rule 13e-4.
o
going-private
transaction subject to
Rule 13e-3.
o
amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO
(Schedule TO) is being filed by United Rentals,
Inc., a Delaware corporation (United Rentals or the
Company), pursuant to
Rule 13e-4
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), in connection with the Companys
offer to purchase for cash up to 27,160,000 shares of its
common stock, par value $0.01 per share (the Common
Stock), including the associated preferred share purchase
rights, or such lesser number of shares as is properly tendered
and not properly withdrawn, at a price not greater than $25.00
nor less than $22.00 per share, net to the seller in cash, less
any applicable withholding taxes and without interest (the
Offer). The Companys Offer is being made upon
the terms and subject to the conditions set forth in the Offer
to Purchase, dated June 17, 2008 (Offer to
Purchase), and in the related Letter of Transmittal
(Letter of Transmittal) which, as amended or
supplemented from time to time, together constitute the Offer.
This Schedule TO is being filed in accordance with
Rule 13e-4(c)(2)
under the Exchange Act.
All information in the Offer to Purchase and the related Letter
of Transmittal is hereby expressly incorporated by reference in
answer to all items in this Schedule TO, and as more
particularly set forth below.
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ITEM 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase titled Summary Term Sheet is incorporated
herein by reference.
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ITEM 2.
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Subject
Company Information.
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(a) The name of the issuer is United Rentals, Inc., a
Delaware corporation. The address of the Companys
principal executive offices is Five Greenwich Office Park,
Greenwich, CT 06831. The Companys telephone number is
(203) 622-3131.
(b) The title of the class of equity securities to which
this Schedule TO relates is the shares of Common Stock,
$0.01 par value per share. As of June 9, 2008, there
were 86,439,761 shares of Common Stock issued and
outstanding. The information set forth in the section of the
Offer to Purchase titled Introduction is
incorporated herein by reference.
(c) The shares of Common Stock are traded on the New York
Stock Exchange under the symbol URI. The information
set forth in Section 8 (Price Range of Shares;
Dividends; Rights Agreement) of the Offer to Purchase is
incorporated herein by reference.
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ITEM 3.
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Identity
and Background of Filing Person.
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(a) United Rentals, Inc. is the filing person and subject
company. The information set forth in Item 2(a) is
incorporated herein by reference.
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ITEM 4.
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Terms
of the Transaction.
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(a)(1)(i) The information set forth in the sections of the Offer
to Purchase titled Summary Term Sheet and
Introduction and in Section 1 (Number of
Shares; Price; Priority of Purchase) is incorporated
herein by reference.
(a)(1)(ii) The information set forth in the sections of the
Offer to Purchase titled Summary Term Sheet, and
Introduction, and in Section 1 (Number of
Shares; Price; Priority of Purchase), Section 5
(Purchase of Shares and Payment of Purchase Price)
and Section 9 (Source and Amount of Funds) is
incorporated herein by reference.
(a)(1)(iii) The information set forth in the sections of the
Offer to Purchase titled Summary Term Sheet, and
Introduction, and in Section 1 (Number of
Shares; Price; Priority of Purchase), Section 3
(Procedures
1
for Tendering Shares) and Section 15 (Extension
of the Offer; Termination; Amendment) is incorporated
herein by reference.
(a)(1)(iv) Not applicable.
(a)(1)(v) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet and in
Section 15 (Extension of the Offer; Termination;
Amendment) is incorporated herein by reference.
(a)(1)(vi) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet and in
Section 4 (Withdrawal Rights) is incorporated
herein by reference.
(a)(1)(vii) The information set forth in the section of the
Offer to Purchase titled Summary Term Sheet, and in
Section 3 (Procedures for Tendering Shares) and
Section 4 (Withdrawal Rights) is incorporated
herein by reference.
(a)(1)(viii) The information set forth in the section of the
Offer to Purchase titled Summary Term Sheet and in
Section 5 (Purchase of Shares and Payment of Purchase
Price) is incorporated herein by reference.
(a)(1)(ix) The information set forth in the sections of the
Offer to Purchase titled Summary Term Sheet and
Introduction and in Section 5 (Purchase
of Shares and Payment of Purchase Price) is incorporated
herein by reference.
(a)(1)(x) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet and in
Section 2 (Purpose of the Offer; Certain Effects of
the Offer) is incorporated herein by reference.
(a)(1)(xi) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet and in
Section 2 (Purpose of the Offer; Certain Effects of
the Offer) is incorporated herein by reference.
(a)(1)(xii) The information set forth in the section of the
Offer to Purchase titled Summary Term Sheet and in
Section 3 (Procedures for Tendering Shares) and
Section 13 (United States Federal Income Tax
Consequences) is incorporated herein by reference.
(a)(2)(i-vii) Not applicable.
(b) The information set forth in the sections of the Offer
to Purchase titled Summary Term Sheet, and
Introduction, and in Section 2 (Purpose
of the Offer; Certain Effects of the Offer) is
incorporated herein by reference.
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ITEM 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(e) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet, and in
Section 11 (Interests of Directors, Executive
Officers and Affiliates; Recent Securities Transactions;
Transactions and Arrangements Concerning the Shares) is
incorporated herein by reference.
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ITEM 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a) The information set forth in the section of the Offer
to Purchase titled Summary Term Sheet and
Introduction and in Section 2 (Purpose of
the Offer; Certain Effects of the Offer) is incorporated
herein by reference.
(b) The information set forth in Section 2
(Purpose of the Offer; Certain Effects of the Offer)
of the Offer to Purchase is incorporated herein by reference.
(c)(1-10) The information set forth in the sections of the Offer
to Purchase titled Introduction and Summary
Term Sheet, and in Section 2 (Purpose of the
Offer; Certain Effects of the Offer); Section 9
(Source and Amount of Funds); and Section 10
(Certain Information Concerning the Company) is
incorporated herein by reference.
2
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ITEM 7.
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Source
and Amount of Funds or Other Consideration.
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(a), (b) and (d) The information set forth in the
section of the Offer to Purchase titled Summary Term
Sheet and in Section 9 (Source and Amount of
Funds) is incorporated herein by reference.
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ITEM 8.
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Interest
in Securities of the Subject Company.
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(a) and (b) The information set forth in
Section 11 (Interests of Directors, Executive
Officers and Affiliates; Recent Securities Transactions;
Transactions and Arrangements Concerning the Shares) of
the Offer to Purchase is incorporated herein by reference.
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ITEM 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a) The information set forth in the sections of the Offer
to Purchase titled Introduction, and in
Section 2 (Purpose of the Offer; Certain Effects of
the Offer) and Section 16 (Fees and
Expenses) is incorporated herein by reference.
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ITEM 10.
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Financial
Statements.
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The information set forth in Section 17 Financial
Information of the Offer to Purchase is incorporated
herein by reference.
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ITEM 11.
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Additional
Information.
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(a)(1) The information set forth in Section 11
(Interests of Directors, Executive Officers and
Affiliates; Recent Securities Transactions; Transactions and
Arrangements Concerning the Shares) of the Offer to
Purchase is incorporated herein by reference.
(a)(2) The information set forth in Section 12
(Certain Legal Matters; Regulatory Approvals) of the
Offer to Purchase is incorporated herein by reference.
(a)(3) The information set forth in Section 12
(Certain Legal Matters; Regulatory Approvals) of the
Offer to Purchase is incorporated herein by reference.
(a)(4) The information set forth in Section 14
(Effects of the Offer on the Market for Shares;
Registration under the Exchange Act) of the Offer to
Purchase is incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase and
the related Letter of Transmittal, copies of which are filed as
Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, as each
may be amended or supplemented from time to time, is
incorporated herein by reference. The information contained in
all of the exhibits referred to in Item 12 below is
incorporated herein by reference.
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Exhibit
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Number
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Description
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(a)(1)(A)
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Offer to Purchase, dated June 17, 2008
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(a)(1)(B)
*
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Letter of Transmittal (including Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification
Number on Substitute Form W-9)
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(a)(1)(C)
*
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Notice of Guaranteed Delivery
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(a)(1)(D)
*
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Letter to Shareholders, dated June 17, 2008
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(a)(1)(E)
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Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees
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(a)(1)(F)
*
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Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees
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(a)(1)(G)
*
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Letter to Participants in United Rentals, Inc. 401(k) Investment
Plan (including Election Form and Notice of Withdrawal)
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3
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Exhibit
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Number
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Description
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(a)(1)(H)
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Letter to Participants in United Rentals, Inc. Acquisition Plan
(including Election Form and Notice of Withdrawal)
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(a)(1)(I)
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Instructions and Option Election Form for Conditional Exercise
of Options
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(a)(1)(J)
*
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Instructions and Warrant Election Form for Conditional Exercise
of Warrants
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(a)(5)(A)
*
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Form of Summary Advertisement
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(a)(5)(B)
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Press Release issued by United Rentals, Inc. on June 10, 2008
(filed as Exhibit 99.1 to the Companys Current Report on
Form 8-K, filed June 12, 2008, and incorporated herein by
reference)
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(a)(5)(C)
*
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Press Release issued by United Rentals, Inc. on June 17,
2008
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(b)(1)
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Credit Agreement, dated as of June 9, 2008, among United
Rentals, Inc. and certain of its subsidiaries, United Rentals
(North America), Inc., United Rentals of Canada, Inc., United
Rentals Financing Limited Partnership, Bank of America, N.A.,
Wachovia Bank, National Association, UBS Loan Finance LLC and
the other lenders party thereto (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
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(b)(2)
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Indenture, dated as of June 10, 2008, among United Rentals,
Inc., and The Bank of New York, a New York banking corporation,
as Trustee, and Form of United Rentals, Inc. 14% Senior
Notes due 2014 (incorporated by reference to Exhibit 4.1
and Exhibit 4.2, respectively, of the United Rentals, Inc.
Report on Form 8-K filed on June 12, 2008)
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(b)(3)
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Receivables Purchase Agreement dated as of May 31, 2005
between United Rentals Receivables LLC II, United Rentals, Inc.,
Atlantic Asset Securitization Corp., Liberty Street Funding
Corp., Calyon New York Branch, and The Bank of Nova Scotia
(incorporated by reference to Exhibit 99.1 of the United
Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(b)(4)
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Purchase and Contribution Agreement dated as of May 31,
2005 between United Rentals (North America), Inc., United
Rentals Northwest, Inc., United Rentals Southeast, L.P., United
Equipment Rentals Gulf, L.P., United Rentals, Inc., and United
Rentals Receivables LLC II (incorporated by reference to
Exhibit 99.2 of the United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(b)(5)
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First Omnibus Amendment, dated October 20, 2006, to the
Purchase and Contribution Agreement, dated as of May 31,
2005 and the Receivables Purchase Agreement, dated as of
May 31, 2005 (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on
Form 8-K
filed on October 26, 2006)
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(b)(6)
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Performance Undertaking dated as of May 31, 2005 executed
by United Rentals, Inc. in favor of United Rentals Receivables
LLC II (incorporated by reference to Exhibit 99.3 of the
United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(d)(1)
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Rights Agreement dated September 28, 2001 between United
Rentals, Inc. and American Stock Transfer & Trust Co., as
Rights Agent (the Rights Agreement) (incorporated by
reference to Exhibit 4 of the United Rentals, Inc. Report on
Form 8-K filed on October 5, 2001)
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(d)(2)
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First Amendment to the Rights Agreement, dated as of July 22,
2007, between United Rentals, Inc. and American Stock Transfer
& Trust Company (incorporated by reference to Exhibit 4.1
of United Rentals, Inc. Report on Form 8-K filed on July 24,
2007)
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(d)(3)
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Form of Warrant Agreement (incorporated by reference to Exhibit
10(c) of United Rentals, Inc. Registration Statement on
Form S-1,
Registration
No. 333-39117),
together with an Amendment thereto dated December 4, 2003
(incorporated by reference to Exhibit 10(b) to United
Rentals, Inc. Annual Report on
Form 10-K
for the year ended December 31, 2003)
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(d)(4)
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1997 Stock Option Plan (incorporated by reference to Exhibit
10(b) of United Rentals, Inc. Registration Statement on Form
S-1, Registration No. 333-39117)
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(d)(5)
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1998 Stock Option Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 99.1 to United Rentals, Inc. Registration
Statement on Form S-4, Registration No. 333-63171)
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(d)(6)
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1998 Supplemental Stock Option Plan of United Rentals, Inc. (as
amended and restated) (incorporated by reference to Exhibit
10(h) to United Rentals, Inc. Annual Report on Form 10-K for the
year ended December 31, 2005)
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4
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Exhibit
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Number
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Description
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(d)(7)
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2001 Comprehensive Stock Plan (formerly the 2001 Senior Stock
Plan) (incorporated by reference to Exhibit 10(f) of the United
Rentals, Inc. Report on Form 10-Q for the quarter ended June 30,
2006)
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(d)(8)
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2001 Stock Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 4.6 to United Rentals, Inc. Registration
Statement on Form S-8, No. 333-60458)
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(d)(9)
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Deferred Compensation Plan for Directors of United Rentals, Inc.
(incorporated by reference to Exhibit 4.8 to United Rentals,
Inc. Registration Statement on Form S-8, No. 333-116882)
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(d)(10)
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Form of United Rentals, Inc., Annual Incentive Compensation Plan
(incorporated by reference to Appendix B to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on April 21,
2004)
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(d)(11)
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Form of United Rentals, Inc., Long-Term Incentive Plan
(incorporated by reference to Appendix C to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on April 21,
2004)
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(d)(12)
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Form of Amendment to United Rentals, Inc. Long-Term Incentive
Plan dated September 22, 2004 (incorporated by reference to
Exhibit 99.3 of United Rentals, Inc. Report on Form 8-K filed
September 28, 2004)
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(d)(13)
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United Rentals, Inc. Restricted Stock Unit Deferral Plan
(incorporated by reference to Exhibit 10(g) to United Rentals,
Inc. Report on Form 10-Q for the quarterly period ended June 30,
2004)
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(d)(14)
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Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Senior Management (incorporated by reference to Exhibit 10(b) of
the United Rentals, Inc. Report on Form 10-Q for the quarter
ended June 30, 2006)
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(d)(15)
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Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Non-Employee Directors (incorporated by reference to Exhibit
10(c) of the United Rentals, Inc. Report on Form 10-Q for the
quarter ended June 30, 2006)
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(d)(16)
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Form of directors option agreement of United Rentals, Inc.
(incorporated by reference to Exhibit 99.1 of the United
Rentals, Inc. Report on Form 8-K filed March 8, 2005)
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(d)(17)
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Compensation Program for Non-Employee Directors of United
Rentals, Inc. (incorporated by reference to Exhibit 10(d) of the
United Rentals, Inc. Report on Form 10-Q for the quarter ended
June 30, 2006)
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(d)(18)
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Restricted Stock Unit Agreement, dated as of June 7, 2007,
awarded to Wayland R. Hicks (incorporated by reference to
Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended June 30, 2007)
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(d)(19)
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Form of agreement dated as of July 21, 2004, between United
Rentals, Inc. and John S. McKinney (incorporated by reference to
Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended September 30, 2004)
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(d)(20)
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Employment Agreement, dated as of March 7, 2006, between the
Company and Martin Welch III (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed March 10, 2006)
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(d)(21)
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Letter Agreement with Wayland R. Hicks, dated as of April 21,
2003 (incorporated by reference to Exhibit 10(e) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003)
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(d)(22)
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Agreement, dated April 10, 2007, between United Rentals, Inc.
and Wayland R. Hicks (incorporated by reference to Exhibit 10.1
to the United Rentals, Inc. Current Report on Form 8-K filed on
April 11, 2007)
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(d)(23)
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Agreement dated as of September 22, 2005, between United
Rentals, Inc. and Michael Kneeland (incorporated by reference to
Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K
filed September 23, 2005)
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(d)(24)
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Agreement dated as of March 30, 2006 between United Rentals,
Inc. and Michael Kneeland (incorporated by reference to Exhibit
10(ooo) of the United Rentals, Inc. Report on Form 10-K for the
year ended December 31, 2005)
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5
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Exhibit
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Number
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Description
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(d)(25)
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Employment Agreement dated June 5, 2006, between United Rentals,
Inc. and Michael J. Kneeland (incorporated by reference to
Exhibit 10(a) of the United Rentals, Inc. Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006)
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(d)(26)
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First Amendment, dated August 1, 2007, to the Employment
Agreement between United Rentals, Inc. and Michael J. Kneeland
(incorporated by reference to Exhibit 10(a) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
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(d)(27)
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Employment Agreement dated June 14, 2006, between United
Rentals, Inc. and Roger E. Schwed, including a form of
indemnification agreement (incorporated by reference to Exhibit
10(e) of the United Rentals, Inc. Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006)
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(d)(28)
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Employment Agreement, dated August 30, 2006, between the Company
and John Fahey (incorporated by reference to Exhibit 10.2 of the
United Rentals, Inc. Report on Form 8-K filed September 1, 2006)
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(d)(29)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Michael J. Kneeland (incorporated by
reference to Exhibit 10(b) of the United Rentals, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)
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(d)(30)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Martin Welch III (incorporated by
reference to Exhibit 10(c) of the United Rentals, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)
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(d)(31)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Roger E. Schwed (incorporated by
reference to Exhibit 10(d) of the United Rentals, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)
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(d)(32)
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Purchase Agreement, dated as of June 10, 2008, between
United Rentals, Inc. and Apollo Investment Funds IV, L.P. and
Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners
(BHCA), L.P. (incorporated by reference to Exhibit 10.2 to
the United Rentals, Inc. Report on Form 8-K filed on
June 12, 2008)
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(d)(33)
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Registration Rights Agreement, dated as of June 10, 2008, among
United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., and J.P. Morgan Partners (BHCA)
relating to $425,000,000 aggregate principal amount of
14% Senior Notes due 2014 (incorporated by reference to
Exhibit 10.3 to United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
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(g)
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Not applicable
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(h)
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Not applicable
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable
6
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
UNITED RENTALS, INC.
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Name:
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Roger E. Schwed
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Title:
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Executive Vice President and General Counsel
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Date: June 17, 2008
7
EXHIBIT INDEX
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Exhibit
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Number
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Description
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(a)(1)(A)
*
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Offer to Purchase, dated June 17, 2008
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(a)(1)(B)
*
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Letter of Transmittal (including Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification
Number on Substitute Form W-9)
|
|
(a)(1)(C)
*
|
|
|
Notice of Guaranteed Delivery
|
|
(a)(1)(D)
*
|
|
|
Letter to Shareholders, dated June 17, 2008
|
|
(a)(1)(E)
*
|
|
|
Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees
|
|
(a)(1)(F)
*
|
|
|
Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees
|
|
(a)(1)(G)
*
|
|
|
Letter to Participants in United Rentals, Inc. 401(k) Investment
Plan (including Election Form and Notice of Withdrawal)
|
|
(a)(1)(H)
*
|
|
|
Letter to Participants in United Rentals, Inc. Acquisition Plan
(including Election Form and Notice of Withdrawal)
|
|
(a)(1)(I)
*
|
|
|
Instructions and Option Election Form for Conditional Exercise
of Options
|
|
(a)(1)(J)
*
|
|
|
Instructions and Warrant Election Form for Conditional Exercise
of Warrants
|
|
(a)(5)(A)
*
|
|
|
Form of Summary Advertisement
|
|
(a)(5)(B)
|
|
|
Press Release issued by United Rentals, Inc. on June 10, 2008
(filed as Exhibit 99.1 to the Companys Current Report on
Form 8-K, filed June 12, 2008, and incorporated herein by
reference)
|
|
(a)(5)(C)
*
|
|
|
Press Release issued by United Rentals, Inc. on June 17,
2008
|
|
(b)(1)
|
|
|
Credit Agreement, dated as of June 9, 2008, among United
Rentals, Inc. and certain of its subsidiaries, United Rentals
(North America), Inc., United Rentals of Canada, Inc., United
Rentals Financing Limited Partnership, Bank of America, N.A.,
Wachovia Bank, National Association, UBS Loan Finance LLC and
the other lenders party thereto (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
|
|
(b)(2)
|
|
|
Indenture, dated as of June 10, 2008, among United Rentals,
Inc., and The Bank of New York, a New York banking corporation,
as Trustee, and Form of United Rentals, Inc. 14% Senior
Notes due 2014 (incorporated by reference to Exhibit 4.1
and Exhibit 4.2, respectively, of the United Rentals, Inc.
Report on Form 8-K filed on June 12, 2008)
|
|
(b)(3)
|
|
|
Receivables Purchase Agreement dated as of May 31, 2005
between United Rentals Receivables LLC II, United Rentals, Inc.,
Atlantic Asset Securitization Corp., Liberty Street Funding
Corp., Calyon New York Branch, and The Bank of Nova Scotia
(incorporated by reference to Exhibit 99.1 of the United
Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
|
|
(b)(4)
|
|
|
Purchase and Contribution Agreement dated as of May 31,
2005 between United Rentals (North America), Inc., United
Rentals Northwest, Inc., United Rentals Southeast, L.P., United
Equipment Rentals Gulf, L.P., United Rentals, Inc., and United
Rentals Receivables LLC II (incorporated by reference to
Exhibit 99.2 of the United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
|
|
(b)(5)
|
|
|
First Omnibus Amendment, dated October 20, 2006, to the
Purchase and Contribution Agreement, dated as of May 31,
2005 and the Receivables Purchase Agreement, dated as of
May 31, 2005 (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on
Form 8-K
filed on October 26, 2006)
|
|
(b)(6)
|
|
|
Performance Undertaking dated as of May 31, 2005 executed
by United Rentals, Inc. in favor of United Rentals Receivables
LLC II (incorporated by reference to Exhibit 99.3 of the
United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
|
|
(d)(1)
|
|
|
Rights Agreement dated September 28, 2001 between United
Rentals, Inc. and American Stock Transfer & Trust Co., as
Rights Agent (the Rights Agreement) (incorporated by
reference to Exhibit 4 of the United Rentals, Inc. Report on
Form 8-K filed on October 5, 2001)
|
|
(d)(2)
|
|
|
First Amendment to the Rights Agreement, dated as of July 22,
2007, between United Rentals, Inc. and American Stock Transfer
& Trust Company (incorporated by reference to Exhibit 4.1
of United Rentals, Inc. Report on Form 8-K filed on July 24,
2007)
|
8
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
(d)(3)
|
|
|
Form of Warrant Agreement (incorporated by reference to Exhibit
10(c) of United Rentals, Inc. Registration Statement on Form
S-1, Registration No. 333-39117), together with an Amendment
thereto dated December 4, 2003 (incorporated by reference to
Exhibit 10(b) to United Rentals, Inc. Annual Report on Form 10-K
for the year ended December 31, 2003)
|
|
(d)(4)
|
|
|
1997 Stock Option Plan (incorporated by reference to Exhibit
10(b) of United Rentals, Inc. Registration Statement on Form
S-1, Registration No. 333-39117)
|
|
(d)(5)
|
|
|
1998 Stock Option Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 99.1 to United Rentals, Inc. Registration
Statement on Form S-4, Registration No. 333-63171)
|
|
(d)(6)
|
|
|
1998 Supplemental Stock Option Plan of United Rentals, Inc. (as
amended and restated) (incorporated by reference to Exhibit
10(h) to United Rentals, Inc. Annual Report on Form 10-K for the
year ended December 31, 2005)
|
|
(d)(7)
|
|
|
2001 Comprehensive Stock Plan (formerly the 2001 Senior Stock
Plan) (incorporated by reference to Exhibit 10(f) of the United
Rentals, Inc. Report on Form 10-Q for the quarter ended June 30,
2006)
|
|
(d)(8)
|
|
|
2001 Stock Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 4.6 to United Rentals, Inc.
Registration Statement on Form S-8, No. 333-60458)
|
|
(d)(9)
|
|
|
Deferred Compensation Plan for Directors of United Rentals, Inc.
(incorporated by reference to Exhibit 4.8 to United Rentals,
Inc. Registration Statement on Form S-8, No. 333-116882)
|
|
(d)(10)
|
|
|
Form of United Rentals, Inc., Annual Incentive Compensation Plan
(incorporated by reference to Appendix B to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on
April 21, 2004)
|
|
(d)(11)
|
|
|
Form of United Rentals, Inc., Long-Term Incentive Plan
(incorporated by reference to Appendix C to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on April 21,
2004)
|
|
(d)(12)
|
|
|
Form of Amendment to United Rentals, Inc. Long-Term Incentive
Plan dated September 22, 2004 (incorporated by reference to
Exhibit 99.3 of United Rentals, Inc. Report on Form 8-K filed
September 28, 2004)
|
|
(d)(13)
|
|
|
United Rentals, Inc. Restricted Stock Unit Deferral Plan
(incorporated by reference to Exhibit 10(g) to United
Rentals, Inc. Report on Form 10-Q for the quarterly period ended
June 30, 2004)
|
|
(d)(14)
|
|
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Senior Management (incorporated by reference to Exhibit 10(b) of
the United Rentals, Inc. Report on Form 10-Q for the quarter
ended June 30, 2006)
|
|
(d)(15)
|
|
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Non-Employee Directors (incorporated by reference to Exhibit
10(c) of the United Rentals, Inc. Report on Form 10-Q for the
quarter ended June 30, 2006)
|
|
(d)(16)
|
|
|
Form of directors option agreement of United Rentals, Inc.
(incorporated by reference to Exhibit 99.1 of the United
Rentals, Inc. Report on Form 8-K filed March 8, 2005)
|
|
(d)(17)
|
|
|
Compensation Program for Non-Employee Directors of United
Rentals, Inc. (incorporated by reference to Exhibit 10(d) of the
United Rentals, Inc. Report on Form 10-Q for the quarter ended
June 30, 2006)
|
|
(d)(18)
|
|
|
Restricted Stock Unit Agreement, dated as of June 7, 2007,
awarded to Wayland R. Hicks (incorporated by reference to
Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended June 30, 2007)
|
|
(d)(19)
|
|
|
Form of agreement dated as of July 21, 2004, between United
Rentals, Inc. and John S. McKinney (incorporated by reference to
Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended September 30, 2004)
|
|
(d)(20)
|
|
|
Employment Agreement, dated as of March 7, 2006, between the
Company and Martin Welch III (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed March 10, 2006)
|
9
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
(d)(21)
|
|
|
Letter Agreement with Wayland R. Hicks, dated as of April 21,
2003 (incorporated by reference to Exhibit 10(e) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003)
|
|
(d)(22)
|
|
|
Agreement, dated April 10, 2007, between United Rentals, Inc.
and Wayland R. Hicks (incorporated by reference to Exhibit 10.1
to the United Rentals, Inc. Current Report on Form 8-K filed on
April 11, 2007)
|
|
(d)(23)
|
|
|
Agreement dated as of September 22, 2005, between United
Rentals, Inc. and Michael Kneeland (incorporated by reference to
Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K
filed September 23, 2005)
|
|
(d)(24)
|
|
|
Agreement dated as of March 30, 2006 between United Rentals,
Inc. and Michael Kneeland (incorporated by reference to Exhibit
10(ooo) of the United Rentals, Inc. Report on Form 10-K for the
year ended December 31, 2005)
|
|
(d)(25)
|
|
|
Employment Agreement dated June 5, 2006, between United Rentals,
Inc. and Michael J. Kneeland (incorporated by reference to
Exhibit 10(a) of the United Rentals, Inc. Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006)
|
|
(d)(26)
|
|
|
First Amendment, dated August 1, 2007, to the Employment
Agreement between United Rentals, Inc. and Michael J. Kneeland
(incorporated by reference to Exhibit 10(a) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
|
|
(d)(27)
|
|
|
Employment Agreement dated June 14, 2006, between United
Rentals, Inc. and Roger E. Schwed, including a form of
indemnification agreement (incorporated by reference to Exhibit
10(e) of the United Rentals, Inc. Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006)
|
|
(d)(28)
|
|
|
Employment Agreement, dated August 30, 2006, between the Company
and John Fahey (incorporated by reference to Exhibit 10.2 of the
United Rentals, Inc. Report on Form 8-K filed September 1, 2006)
|
|
(d)(29)
|
|
|
Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Michael J. Kneeland
(incorporated by reference to Exhibit 10(b) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
|
|
(d)(30)
|
|
|
Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Martin Welch III (incorporated by
reference to Exhibit 10(c) of the United Rentals, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)
|
|
(d)(31)
|
|
|
Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Roger E. Schwed (incorporated by
reference to Exhibit 10(d) of the United Rentals, Inc. Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007)
|
|
(d)(32)
|
|
|
Purchase Agreement, dated as of June 10, 2008, between United
Rentals, Inc. and Apollo Investment Funds IV, L.P. and Apollo
Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA),
L.P. (incorporated by reference to Exhibit 10.2 to the
United Rentals, Inc. Report on Form 8-K filed on
June 12, 2008)
|
|
(d)(33)
|
|
|
Registration Rights Agreement, dated as of June 10, 2008, among
United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., and J.P. Morgan Partners (BHCA)
relating to $425,000,000 aggregate principal amount of
14% Senior Notes due 2014 (incorporated by reference to
Exhibit 10.3 to United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
|
|
(g)
|
|
|
Not applicable
|
|
(h)
|
|
|
Not applicable
|
10
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