01—Abstract
Summary
Summary of the 8-K filed September 10, 2018. Cited figures are marked; the original filing is the authoritative source.
United Rentals, Inc. (URI) announced a significant acquisition through an Agreement and Plan of Merger filed on September 10, 2018.
The company, via its wholly-owned subsidiary UR Merger Sub V Corporation, will merge with Vander Holding Corporation. This transaction involves an aggregate purchase price of $2.1 billiona, subject to customary adjustments. The acquisition is expected to expand United Rentals' operations and market position.
Key conditions for closing include shareholder consent, antitrust approvals under the HSR Act, and the absence of any prohibitive orders. The company also intends to secure buy-side representations and warranties insurance for recourse related to breaches of representations and warranties, limiting its direct exposure to Vander Holding's representations and warranties.
02—Key points
Key Highlights
- United Rentals to acquire Vander Holding Corporation for $2.1 billion.
- The transaction is structured as a merger where Vander Holding will be the surviving entity.
- An aggregate purchase price of $2.1 billion is stated, subject to customary adjustments.
- The acquisition is contingent upon customary closing conditions, including regulatory approvals (HSR Act) and shareholder consent.
- United Rentals will utilize buy-side representations and warranties insurance as its primary recourse for potential breaches of Vander Holding's representations and warranties.
- The merger agreement includes customary representations, warranties, and covenants from both parties.
- The agreement allows for termination if the merger is not completed by December 15, 2018, with a possible extension.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces United Rentals, Inc.'s entry into a material definitive agreement for the acquisition of Vander Holding Corporation for $2.1 billion.
What is the purchase price for Vander Holding Corporation?
The aggregate purchase price for Vander Holding Corporation is $2,100,000,000, subject to customary purchase price adjustments as outlined in the Merger Agreement.
What are the key conditions for the merger to be completed?
Key conditions include the receipt of written consent from 99.5% of Vander Holding's common stockholders, the absence of any injunctions, the expiration or termination of the waiting period under the HSR Act, and the accuracy of representations and warranties with material compliance with covenants.
How will United Rentals handle potential breaches of Vander Holding's representations and warranties?
United Rentals intends to purchase a buy-side representations and warranties insurance policy, which will serve as its sole recourse for breaches of Vander Holding's representations and warranties. This policy will be subject to customary retention amounts, exclusions, and deductibles.
04—Continue