Greenwich, CT -
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 Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer, in each case in accordance with the procedures that will be described in the tender offer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 stockholders as to whether to tender or refrain from tendering shares in the proposed tender offer. Stockholders 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.
Hyde Park Financial Communications
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