| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 10, 2018, United Rentals, Inc., a Delaware corporation (the “Company” or “URI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vander Holding Corporation, a Delaware corporation (“Vander Holding”), UR Merger Sub V Corporation (“Merger Sub”), a Delaware corporation and a direct, wholly-owned subsidiary of the Company, and Platinum Equity Advisors, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative thereunder. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Vander Holding (the “Merger”), with Vander Holding as the surviving corporation in the Merger.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Vander Holding common stock will be converted into the right to receive a pro rata share of an aggregate purchase price of $2,100,000,000, subject to customary purchase price adjustments as set forth in the Merger Agreement (the “Per Share Merger Consideration”).
The Merger Agreement contains customary representations, warranties and covenants made by Vander Holding, the Company and Merger Sub. Each party has agreed to comply with customary covenants, including covenants by Vander Holding to conduct the business of Vander Holding and its subsidiaries in the ordinary course substantially in accordance with past practice during the interim period between the date of the Merger Agreement and the date of closing of the Merger. URI intends to purchase abuy-side representations and warranties insurance policy, which will be its sole recourse for breaches of Vander Holding’s representations and warranties. The representations and warranties insurance policy will be subject to certain customary retention amounts, exclusions and deductibles.
The completion of the Merger is subject to customary conditions, including, among others (i) the receipt of the written consent of the stockholders holding at least 99.5% of the outstanding shares of Vander Holding common stock, (ii) the absence of any injunction or order prohibiting the consummation of the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iv) the accuracy of representations and warranties (subject to customary materiality qualifiers) and material compliance with covenants set forth in the Merger Agreement.
Vander Holding and the Company are permitted under certain circumstances to terminate the Merger Agreement, including in the event that, among other things, the Merger is not consummated by December 15, 2018, which date is subject to extension to no later than May 29, 2019 upon written notice of one party to the other in the event all other closing conditions have been met except for the expiration or termination of the waiting period under the HSR Act.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Form8-K and incorporated herein by reference.
The Merger Agreement is filed as an exhibit to this Current Report on Form8-K in order to provide information regarding its terms. It is not intended to provide any other factual information about the Company, Vander Holding, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement (i) were made solely for purposes of the Merger Agreement and as of the date of the Merger Agreement, (ii) were solely for the benefit of the parties to the Merger Agreement, (iii) may be subject to qualifications and limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders of URI. Investors and security holders of the Company or Vander Holding should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or Vander Holding. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
