United Rentals Commences Modified Dutch Auction Tender Offer to Purchase up to 27.16 Million of Its Shares at a Price Not Less t
June 17 2008 - 8:00AM
Business Wire
United Rentals, Inc. (NYSE: URI) today announced that it has
commenced a �modified Dutch auction� tender offer in which the
company is offering to purchase up to 27,160,000 shares of its
common stock at a price not less than $22.00 nor greater than
$25.00 per share. The company had previously announced on June 10,
2008 its intent to conduct the tender offer. The number of shares
of common stock sought to be repurchased in the tender offer
represents approximately 31% of the total number of shares of
common stock outstanding. The low and high ends of the $22.00 to
$25.00 per share price range represent a 12.8% and 28.2% premium,
respectively, to United Rentals� closing price of $19.50 on June 9,
2008, the day immediately prior to the company�s announcement of
its intent to conduct the tender offer. If the maximum number of
shares is purchased at the high end of the price range, the total
purchase price for the common stock would be $679 million. The
tender offer will expire at 5:00 p.m., Eastern Time, on Wednesday,
July 16, 2008, unless extended by the company. Tenders of shares
must be made on or prior to the expiration of the tender offer and
may be withdrawn at any time on or prior to the expiration of the
tender offer, in each case in accordance with the procedures that
will be described in the tender offer materials. The tender offer
is subject to a number of terms and conditions, but is not
conditioned on receipt of financing or any minimum number of shares
being tendered. The �modified Dutch Auction� allows shareholders to
indicate how many shares and at what price within the company�s
specified range they wish to tender. Based on the number of shares
tendered and the price specified by the tendering shareholders, the
company will determine the lowest price per share within the range
that will enable it to purchase up to 27,160,000 shares, or such
lesser number of shares as are properly tendered. The company also
reserves the right in the tender offer to purchase up to an
additional 2% of its shares outstanding. All shares purchased in
the tender offer will be purchased at the same determined price per
share regardless of whether the shareholder tendered at a lower
price. Shareholders whose shares are purchased in the tender offer
will be paid the determined purchase price net in cash,�less any
applicable withholding taxes and without interest, after the
expiration of the offer period. The full terms and conditions of
the offer are described in the tender offer materials that are
being filed with the Securities and Exchange Commission today and
will be distributed to shareholders. As announced previously, the
company intends to fund the purchase price for the shares tendered
in this offer, together with the related fees and expenses,
primarily through borrowings under the company�s new asset-based
loan facility and the company�s accounts receivable securitization
facility. UBS Investment Bank and Credit Suisse will serve as the
dealer managers for the tender offer, D.F. King & Co., Inc.
will serve as the information agent and American Stock Transfer and
Trust Company will serve as the depositary in the tender offer.
Neither United Rentals nor its board of directors, nor any dealer
manager or information agent in connection with the proposed tender
offer, is making any recommendation to shareholders as to whether
to tender or refrain from tendering shares in the proposed tender
offer. Shareholders must decide how many shares they will tender,
if any, and the price within the stated range at which they will
offer their shares for purchase by the company. The company�s
executive officers and directors have advised the company that they
do not intend to participate in the tender offer. About United
Rentals United Rentals, Inc. is the largest equipment rental
company in the world, with an integrated network of over 670 rental
locations in 48 states, 10 Canadian provinces and Mexico. The
company�s approximately 10,400 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others. The company offers for rent over 2,900 classes of rental
equipment with a total original cost of $4.2 billion. United
Rentals is a member of the Standard & Poor�s MidCap 400 Index
and the Russell 2000 Index� and is headquartered in Greenwich,
Conn. Additional information about United Rentals is available at
www.unitedrentals.com. Forward-Looking Statements Certain
statements in this press release are forward-looking statements.
These statements can generally be identified by words such as
"believes," "expects," "plans," "intends," "projects," "forecasts,"
"may," "will," "should," "on track" or "anticipates," or the
negative thereof or comparable terminology, or by discussions of
vision, strategy or outlook. Our businesses and operations are
subject to a variety of risks and uncertainties, many of which are
beyond our control, and, consequently, actual results may differ
materially from those projected by any forward-looking statements.
Factors that could cause actual results to differ from those
projected include, but are not limited to, the following: (1)
weaker or unfavorable economic or industry conditions can reduce
demand and prices for our products and services, (2)
non-residential construction spending, or governmental funding for
infrastructure and other construction projects, may not reach
expected levels, (3) we may not always have access to capital that
our businesses or growth plans may require, (4) any companies we
acquire could have undiscovered liabilities, may strain our
management capabilities or may be difficult to integrate, (5) rates
we can charge and time utilization we can achieve may be less than
anticipated, (6) costs we incur may be more than anticipated,
including by having expected savings not be realized in the amounts
or time frames we have planned, (7) competition in our industry for
talented employees is intense, which can affect our employee costs
and retention rates, (8) we have and expect to incur additional
significant leverage in connection with the announced share
repurchase transactions, which leverage requires us to use a
substantial portion of our cash flow for debt service and will
constrain our flexibility in responding to unanticipated or adverse
business conditions, (9) we are subject to an ongoing inquiry by
the SEC, and there can be no assurance as to its outcome, or any
other potential consequences thereof for us, (10) we are subject to
purported class action lawsuits and derivative actions filed in
light of the SEC inquiry and additional purported class action
lawsuits relating to the terminated merger transaction with
Cerberus affiliates, and there can be no assurance as to their
outcome or any other potential consequences thereof for us, and
(11) we may incur additional significant costs and expenses
(including indemnification obligations) in connection with the SEC
inquiry, the purported class action lawsuits and derivative actions
referenced above, the U.S. Attorney�s Office inquiry, or other
litigation, regulatory or investigatory matters, related to the
foregoing or otherwise. For a fuller description of these and other
possible uncertainties, please refer to our Annual Report on Form
10-K for the year ended December 31, 2007, as well as to our
subsequent filings with the SEC. Our forward-looking statements
contained herein speak only as of the date hereof, and we make no
commitment to update or publicly release any revisions to
forward-looking statements in order to reflect new information or
subsequent events, circumstances or changes in expectations. Tender
Offer Statement This press release is for informational purposes
only and is not an offer to buy, or the solicitation of an offer to
sell, any shares. The solicitation of offers to buy shares of the
company�s common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related materials that the
company will file with the Securities and Exchange Commission today
and distribute to its stockholders promptly. Stockholders and
investors should read carefully the offer to purchase and related
materials because they contain important information, including the
various terms of, and conditions to, the tender offer. Stockholders
and investors will be able to obtain copies of the tender offer
statement on Schedule TO, the offer to purchase, the letter of
transmittal and related materials without charge from the
Securities and Exchange Commission at the Commission�s website at
www.sec.gov. Stockholders also may obtain a copy of these
documents, free of charge, from D.F. King & Co., Inc., the
company�s information agent, by calling (800) 269-6427 or (212)
269-5550. Stockholders are urged to read carefully those materials
prior to making any decisions with respect to the tender offer.
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