Bloomberg News

United Rentals to Acquire Competitor RSC for $1.9 Billion

December 16, 2011

(Updates with deals premiums in second paragraph.)

Dec. 16 (Bloomberg) -- United Rentals Inc., the biggest U.S. equipment rental company, will acquire RSC Holdings Inc. for $1.9 billion to add sales from more stable industrial customers.

The offer of $18 a share is a 58 percent premium to RSC’s closing price yesterday, the companies said in a statement today. That compares with an average premium of 55 percent in more than four dozen acquisitions of automotive and equipment rental companies announced since the end of 2008, according to data compiled by Bloomberg.

United Rentals, whose sales last year were 32 percent below a pre-financial crisis high amid declining construction, said the purchase will provide a “less volatile” revenue profile. The combined company will benefit from “continued strength” in the industrial sector and a recovery in construction, according to the statement.

“This transaction marks a transformative moment in our company’s history,” United Rentals Chief Executive Officer Michael Kneeland said in the statement. “We have a tremendous opportunity to become the supplier of choice for customers throughout North America.”

For each RSC share, investors would receive $10.80 in cash and 0.2783 share of United Rentals, the companies said. The company plans to authorize a $200 million share buyback and complete it within six to 12 months after closing. The deal is subject to regulatory and shareholder approvals.

United Rentals’ offer is equivalent to 3.8 times the target company’s earnings before interest, taxes, depreciation and amortization, compared with a median multiple of 3.4 times ebitda in seven acquisitions since 2008.

United Rentals Management

Including $2.3 billion of RSC’s debt, the deal would have an enterprise value of $4.2 billion, the companies said. The combination may generate annual cost savings of as much as $200 million.

United Rentals CEO Kneeland and Chairman Jenne Britell will keep their positions after completion of the acquisition, which the companies said they expect to close in the first six months of 2012.

RSC’s largest shareholder, Oak Hill Capital Partners, agreed to vote its 33.5 percent stake in RSC in favor of the acquisition, according to the statement.

Morgan Stanley, Bank of America Corp. and Wells Fargo & Co. agreed to provide financing to United Rentals. Standard & Poor’s Ratings Services reaffirmed its “B” grade on the company’s credit, six steps below investment level.

Centerview Partners and Morgan Stanley advised United Rentals, and Sullivan & Cromwell was its legal adviser. Barclays Plc and Goldman Sachs Group Inc. were RSC’s lead financial advisers, and Deutsche Bank AG also advised. Paul, Weiss, Rifkind, Wharton & Garrison as well as Debevoise & Plimpton were the company’s legal advisers.

--Editors: James Langford, Jeffrey Tannenbaum

To contact the reporter on this story: Natalie Doss in New York at ndoss@bloomberg.net

To contact the editor responsible for this story: Ed Dufner at edufner@bloomberg.net


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