8-KAcquisitions & DispositionsOther EventsExhibits & Filings

UNITED RENTALS, INC. 8-K Report, Acquisition Completed (Dec 26, 2007)

Filed December 26, 2007For Securities:URI

Summary

United Rentals, Inc. (URI) has filed an 8-K report detailing the termination of its Agreement and Plan of Merger with RAM Holdings, Inc. and RAM Acquisition Corp., affiliates of Cerberus Capital Management. The termination, effective December 23, 2007, was initiated by United Rentals, which subsequently demanded a $100 million termination fee as stipulated in the original merger agreement. The company confirmed receipt of this fee on December 26, 2007, the same day this filing was made. This event also led to the termination of debt tender offers and consent solicitations previously announced by its subsidiary, United Rentals (North America), Inc. The filing also references a press release from December 21, 2007, concerning a ruling by the Delaware Chancery Court in a lawsuit filed by United Rentals against RAM Holdings and RAM Acquisition Corp. While the details of the court's decision are not elaborated upon in this 8-K, it appears to be a significant factor leading to the termination of the merger agreement. Investors should note that the termination of the merger and the receipt of the breakup fee represent a significant financial event for the company, impacting its strategic direction and potentially its capital structure.

Key Highlights

  • 1United Rentals terminated the Agreement and Plan of Merger with RAM Holdings, Inc. and RAM Acquisition Corp. on December 23, 2007.
  • 2The company is entitled to, and received, a $100 million termination fee from Cerberus Capital Management affiliates.
  • 3Payment of the $100 million termination fee was received by United Rentals on December 26, 2007.
  • 4The termination of the merger agreement led to the cancellation of debt tender offers and consent solicitations by United Rentals (North America), Inc.
  • 5The filing references a Delaware Chancery Court ruling on December 21, 2007, related to a lawsuit filed by United Rentals against RAM entities.
  • 6The company issued a press release on December 24, 2007, announcing the termination of the merger and related debt offers.

Frequently Asked Questions