01—Abstract
Summary
Summary of the 8-K filed January 27, 2017. Cited figures are marked; the original filing is the authoritative source.
United Rentals, Inc. (URI) has announced a significant material definitive agreement through its wholly-owned subsidiary, United Rentals (North America), Inc. (URNA), to acquire NES Rentals Holdings II, Inc. (NES) via a merger.
The transaction involves Merger Sub, a subsidiary of URNA, merging with NES, with NES surviving as the acquired entity. The key financial aspect of this deal is the base purchase price of $965,000,000,a which is subject to customary post-closing adjustments related to purchase price, as well as adjustments for rental fleet sales and purchases. This acquisition represents a substantial investment by United Rentals and is expected to have a material impact on its business and market position within the equipment rental industry.
02—Key points
Key Highlights
- United Rentals, Inc. (URI) is acquiring NES Rentals Holdings II, Inc. (NES) through a merger agreement.
- The transaction is structured as a merger where UR Merger Sub II Corporation will merge with NES, with NES continuing as the surviving entity.
- The base purchase price for NES is $965,000,000.
- The purchase price is subject to customary post-closing adjustments, including those for rental fleet sales and purchases.
- The acquisition is contingent upon standard closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Act waiting period, and the approval of NES stockholders.
- Customary representations, warranties, and covenants are included in the merger agreement, with NES agreeing not to solicit alternative transactions.
- The merger agreement can be terminated under specific circumstances, including if the transaction is not completed by October 25, 2017.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces a material definitive agreement entered into by United Rentals, Inc. (URI) for the acquisition of NES Rentals Holdings II, Inc. (NES) through a merger. It provides key details about the transaction, including the purchase price and closing conditions.
What is the value of the NES Rentals acquisition?
The base purchase price for NES Rentals Holdings II, Inc. is $965,000,000. This amount is subject to customary post-closing adjustments related to the purchase price and rental fleet activity.
What are the key conditions for the merger to be completed?
Key conditions include the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval from the holders of a majority of NES common stock, the absence of any prohibitory injunctions or orders, accuracy of representations and warranties, material compliance with covenants, entry into employment and non-compete agreements with certain NES management and employees, and the absence of any material adverse effect on NES's business.
Are there any risks associated with this acquisition mentioned in the filing?
Yes, the filing includes a cautionary statement regarding forward-looking statements that highlights potential risks. These include difficulties in obtaining regulatory approvals, delays in closing, challenges in integrating the businesses, unexpected costs, potential loss of key employees, and adverse effects on customer and supplier relationships. Investors are advised to consult the 'Risk Factors' section in other SEC filings for a comprehensive list of risks.
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