United Rentals Announces Final Results of Tender Offer
July 23 2008 - 12:26PM
Business Wire
United Rentals, Inc. (NYSE: URI) announced today the final results
of its previously announced �modified Dutch Auction� tender offer
to purchase up to 27,160,000 shares of its common stock, which
expired at 5:00 p.m., New York City time, on Wednesday, July 16,
2008. In accordance with the terms and conditions of the tender
offer, the company has accepted for purchase 27,160,000 shares,
representing approximately 31.4% of its outstanding common stock,
at a price of $22.00 per share, for a total cost of approximately
$597.5 million (excluding fees and expenses relating to the tender
offer). Based on the final tabulation by American Stock Transfer
& Trust Company, the depositary for the tender offer, a total
of 71,979,730 shares were validly tendered (including by guaranteed
delivery procedures) and not withdrawn at a price of $22.00 per
share. Because more than 27,160,000 shares of common stock were
validly tendered and not withdrawn, the tender offer was
oversubscribed. As a result, the depositary has informed the
company that, after giving effect to the priority for �odd lots�,
the final proration factor for the tender offer is 37.66%. Also, as
a result of this oversubscription, the company will not be
purchasing any shares issuable upon the conditional exercise of
options or warrants tendered pursuant to the tender offer. The
company will promptly deposit with the depositary funds sufficient
to pay for the shares accepted for purchase in the tender offer and
will promptly cause to be returned all shares tendered and not
accepted for purchase. After giving effect to the purchase of the
shares, the company expects to have outstanding approximately 59.3
million shares of common stock. Questions and requests for
information about the tender offer should be directed to the
information agent for the offer, D.F. King & Co., Inc., at
(800) 269-6427 or (212) 269-5550 (for banks and brokers). 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 significant debt leverage, 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.
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