UNITED RENTALS, INC. : Entry of Material Definitive Agreement, FD Settlement Disclosure, Financial Statements and Supporting Documentation (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On November 11, 2022, United Rentals (North America)Inc. (“URNA”), a Delaware
company and a wholly owned subsidiary of United Rentals, Inc.a Delaware
company (“URI”), has entered into an asset purchase agreement (the “Agreement”) with Ahern Rentals, Inc.a Nevada company, and Xtreme Re-Location, LLCa
Nevada limited liability company (collectively, the “Sellers”, and each a “Seller”).

Subject to the terms and conditions of the Agreement, upon closing of the Transaction (the “Closing”), URNA will purchase from the Sellers substantially all of the Sellers’ assets related to their equipment rental business and the sale of new and used equipment in United Statessubject to certain specified exceptions (the “Company”) for an aggregate purchase price of
$2,000,000,000 in cash, subject to certain adjustments in accordance with the terms of the Agreement. URNA expects to use a combination of newly issued debt and existing capacity under its asset-backed loan facility to fund the transaction.

The Agreement contains customary representations, warranties and covenants of the parties. Until the Agreement is terminated in accordance with its terms and at Closing, Sellers have agreed to conduct the Business in the ordinary course substantially in accordance with Sellers’ normal customs, practices and procedures, and Sellers have agreed to certain customary negative operating covenants to the business, as further detailed in the agreement. Certain Majority Owners of Vendors have agreed that, effective from Closing, such owners and the Vendors will not engage in certain competitive business activities or solicit certain key employees or customers for a specified period of time.

Completion of the transactions contemplated by the Agreement is subject to customary closing conditions, including, among others, (i) the receipt of certain material consents and applicable regulatory approvals, (ii) the absence of any statute or ordinance prohibiting such transactions, (iii) the accuracy of the representations and warranties set forth in the Agreement (subject to the usual materiality qualifiers) and material compliance with the covenants set forth in the Agreement, (iv) the absence of any material adverse effect on the Company, (v) the execution and delivery of certain related collateral documents and (vi) the delivery of customary letters of payment evidencing the release of liens on the assets and properties of the Company which guarantee certain debts of the Sellers. Pursuant to the Agreement, URNA and the Sellers have agreed to use their commercially reasonable efforts to satisfy the closing conditions as expeditiously as possible in order to complete the Closing. URI expects the transaction to complete before December 31, 2022.

On August 31, 2022, URI and the Sellers have entered into a Letter of Intent (the “LOI”) setting forth substantially the same terms as those contained in the Agreement. On September 1, 2022URI filed the Letter of Intent with the US Department of Justice and Federal Trade Commissionand from October 3, 2022the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, has expired.

URNA and the Sellers are authorized in certain circumstances to terminate the Contract, including in the event that, among other things, the transaction is not consummated by December 31, 2022.

URNA, on the one hand, and the Sellers, on the other hand, have agreed to indemnify each other against any losses that the respective parties may suffer due to breaches of the other party’s representations, warranties and covenants contained in the Agreement and for certain other liabilities, subject to specified survival limitations and other customary exceptions and limitations.

The foregoing description of the Agreement and contemplated transactions does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is filed as Schedule 2.1 to this Current Report on Form 8- K (this “Form 8-K”) and incorporated herein by reference.

The agreement is being filed as an attachment to this Form 8-K to provide information about its terms. It is not intended to provide other factual information about URI, the sellers or their respective owners, subsidiaries and affiliates. The representations, warranties and covenants contained in the Agreement (i) were made solely for the purposes of the Agreement and as of the date of the Agreement, (ii) were solely for the benefit of the parties to the Agreement, (iii) may be subject to qualifications and limitations agreed to by the parties to the agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the agreement instead of establishing such matters as facts and (iv) may be subject to materiality standards applicable to counterparties which differ from those applicable to holders of securities of URI. Investors and security holders URI should not rely on any representations, warranties and covenants or any description thereof as representations of the true state of facts or the state of URI. In addition, information regarding the subject matter of representations, warranties, and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by URI.

Section 7.01 Disclosure of FD Rules.

On November 14, 2022, URI issued a press release announcing the conclusion of the agreement and providing information regarding the agreement. A copy of the press release is provided with this report as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise submitted. nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing. The disclosure in this Form 8-K, including the attached Exhibit 99.1, of any information does not constitute an admission that such information is material.

Caution Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections and, accordingly, you should not place undue reliance on them. No forward-looking statement, including any such statement regarding the completion and anticipated benefits of the proposed transaction, can not be guaranteed, and actual results may differ materially from those projected. URI undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections regarding the equipment rental industry’s future business and financial results, and other legal developments. , regulatory and economic. The URI uses words such as “anticipates”, “believes”, “plans”, “expects”, “projects”, “future”, “intends”, “may”, “will” , “should”, “could”, “estimates”, “predict”, “potential”, “continuing”, “guidance” and similar expressions to identify those forward-looking statements which are intended to be covered by the safe harbor provisions of the PSLRA Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the
SECOND reports filed by URI, as well as the possibility that (1) URI may not be able to obtain required regulatory approvals for the proposed transaction or may be required to agree to terms that could reduce the anticipated benefits of the acquisition as a condition obtaining regulatory approvals; (2) the time required to complete the proposed transaction may be longer than expected; (3) problems may arise during the successful integration of URNA’s business and the Sellers, including, without limitation, problems associated with the potential loss of any key employee of the Sellers; (4) the proposed transaction may involve unforeseen costs, including, without limitation, exposure to unrecorded liabilities or unidentified issues that URI did not discover during due diligence reasonableness of vendors or which are not covered by insurance, as well as potential adverse accounting treatment and unexpected tax increases; (5) URI’s business may suffer due to uncertainty surrounding the proposed transaction, any adverse effect on our ability to maintain customer, employee and supplier relationships, or the inherent risk associated with the entering a geographic area or industry in which URI has no or limited experience; and (6) the industry may be subject to future risks which are described in the “Risk Factors” section of the annual reports on Form 10-K, quarterly reports on Form 10-Q and other time filings. to another with the SECOND by URI. URI does not guarantee that it will achieve its expectations and assumes no responsibility for the accuracy or completeness of any forward-looking statements. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties affecting the business of URI
described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SECOND by URI. All forward-looking statements included in this document are based on information available to URI as of the date hereof and URI undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. ‘required. This communication is not intended to be a recommendation to buy, sell or hold any securities and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, including United States. Any such offer will only be made by means of a prospectus or offering memorandum and in accordance with applicable securities laws.

Section 9.01. Financial statements and supporting documents.




(d) Exhibits.



Exhibit
  No.      Description
  2.1        Asset Purchase Agreement, dated as of November 11, 2022, by and among
           United Rentals (North America), Inc., Ahern Rentals, Inc., and Xtreme
           Re-Rental, LLC.*
  99.1       Press Release of United Rentals, Inc., dated as of November 14, 2022,
           announcing entry into the Agreement.
104        The cover page from this Current Report on Form 8-K, formatted in Inline
           XBRL.



* Appendices and exhibits have been omitted in accordance with Rule SK 601(b)(2). The URI undertakes to provide in addition to the Security and Exchange Commission a copy of any appendix or document omitted on request, subject to URI right to request confidential treatment of any appendix or document requested.

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