Summary
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 billion, 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.
Key Highlights
- 1United Rentals to acquire Vander Holding Corporation for $2.1 billion.
- 2The transaction is structured as a merger where Vander Holding will be the surviving entity.
- 3An aggregate purchase price of $2.1 billion is stated, subject to customary adjustments.
- 4The acquisition is contingent upon customary closing conditions, including regulatory approvals (HSR Act) and shareholder consent.
- 5United Rentals will utilize buy-side representations and warranties insurance as its primary recourse for potential breaches of Vander Holding's representations and warranties.
- 6The merger agreement includes customary representations, warranties, and covenants from both parties.
- 7The agreement allows for termination if the merger is not completed by December 15, 2018, with a possible extension.