Summary
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, 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.
Key Highlights
- 1United Rentals, Inc. (URI) is acquiring NES Rentals Holdings II, Inc. (NES) through a merger agreement.
- 2The transaction is structured as a merger where UR Merger Sub II Corporation will merge with NES, with NES continuing as the surviving entity.
- 3The base purchase price for NES is $965,000,000.
- 4The purchase price is subject to customary post-closing adjustments, including those for rental fleet sales and purchases.
- 5The 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.
- 6Customary representations, warranties, and covenants are included in the merger agreement, with NES agreeing not to solicit alternative transactions.
- 7The merger agreement can be terminated under specific circumstances, including if the transaction is not completed by October 25, 2017.