United Rentals Announces Final Results of Tender Offer
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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procedures) and not withdrawn at a price of $22.00 per share.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not withdrawn, the tender offer was oversubscribed.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.