GREENWICH, CT - United Rentals, Inc. announces the preliminary results of its previously announced "modified Dutch Auction" tender offer, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, the company expects to purchase 27.16 million shares of its common stock at a price of $22.00 per share, for a total cost of approximately $597.5 million (excluding fees and expenses relating to the tender offer).
Based on a preliminary count by the depositary, the tender offer is oversubscribed and the company expects to accept for purchase, on a pro rata basis, approximately 33.9% of the shares validly tendered at $22.00. These results reflect that approximately 80.1 million shares were tendered, including approximately 20.5 million shares tendered through guaranteed delivery procedures under the terms of the offer. This preliminary proration factor is subject to change based on, among other things, the actual number of tendered shares which satisfy the guaranteed delivery procedures.
Stockholders who tendered their shares by delivering a notice of guaranteed delivery prior to the expiration of the tender offer must deliver the related shares and required documents to the depositary within three business days of their execution of the notice of guaranteed delivery. Stockholders who own fewer than 100 shares of common stock, or an "odd-lot", and who have validly tendered all of their shares will not be subject to proration in accordance with the terms of the offer. Based on the preliminary count, the company does not expect to purchase shares issuable upon the conditional exercise of options or warrants tendered pursuant to the tender offer.
The number of shares the company expects to purchase in the tender offer represents approximately 31.4% of its common stock outstanding as of June 16, 2008, the last full trading day prior to the commencement of the tender offer. As a result of the consummation of the tender offer, the company expects that approximately 59.3 million shares of common stock will be outstanding immediately following payment for the shares purchased in the tender offer.