United Rentals Acquires RSC Holdings

United Rentals Inc. completed its previously announced acquisition of RSC Holdings Inc. in a cash-and-stock transaction valued at $18 per share at the time of announcement, for a total enterprise value of $4.2 billion, including $2.3 billion of net debt.

The combination will accelerate the combined company’s potential for growth with industrial customers, as well as provide a lower cost base and a less volatile revenue profile that is expected to better position the combined company through all phases of the business cycle. The combined company will continue to be called United Rentals.

In connection with the closing of the transaction, the Board of Directors approved a new share repurchase program of up to $200 million of United Rentals’s common stock. Under this program, United Rentals may purchase shares of common stock in open market transactions or in privately negotiated transactions. The approved program has no expiration date, but United Rentals expects that the share repurchase program will be completed as market conditions allow within 18 months after the closing of the transaction. The actual number and timing of share repurchases, if any, will be subject to market conditions and applicable Securities and Exchange Commission rules.

To ensure a swift and smooth integration, United Rentals and RSC have made significant progress on the integration planning process, which will begin immediately and incorporate the “best practices” of both companies across all operating business functions. Jenne K. Britell will remain chairman of the Board of Directors of United Rentals. The directors of the combined company will be comprised of the existing United Rentals directors and three of RSC’s independent directors, James Ozanne, Pierre Leroy and Donald Roof, who were elected to the Board, effective today.

Under the terms of the merger agreement, each outstanding share of RSC common stock has been converted into the right to receive $10.80 in cash, without interest and less any applicable withholding taxes, and 0.2783 of a share of United Rentals common stock. As a result of the merger, RSC’s common stock will no longer be listed for trading on the New York Stock Exchange.