Section 1.01 Entering into a Material Definitive Agreement.
company and a wholly owned subsidiary of
company (“URI”), has entered into an asset purchase agreement (the “Agreement”) with
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
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
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
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
Section 7.01 Disclosure of FD Rules.
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
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
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
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