United Rentals Completes Acquisition of RSC Holdings

United Rentals, Inc. completed its previously announced acquisition of RSC Holdings Inc. in a cash-and-stock transaction valued at $18.00 per share at the time of announcement, for a total enterprise value of $4.2 billion, including $2.3 billion of net debt.

The combination of the two companies creates a leading North American equipment rental

company with a more attractive customer mix, greater scale and enhanced growth prospects.

The combination will accelerate the combined company’s potential for growth with industrial

customers, as well as provide a lower cost base and a less volatile revenue profile that is

expected to better position the combined company through all phases of the business cycle.

The combined company will continue to be called United Rentals.

“We are pleased to announce the closing of this historic combination. This combination will bring

together two highly respected businesses to create a company that will provide our customers

with an unparalleled level of fleet availability and customer service. We look forward to

immediately begin working with our new colleagues at RSC to leverage the operational and

cultural strengths of both companies,” said Michael Kneeland, president and chief executive

officer of United Rentals.

In connection with the closing of the transaction, the Board of Directors approved a new share

repurchase program of up to $200 million of the Company’s common stock. Under this program,

the Company may purchase shares of common stock in open market transactions or in privately

negotiated transactions. The approved program has no expiration date, but the Company

expects that the share repurchase program will be completed as market conditions allow within

18 months after the closing of the transaction. The actual number and timing of share

repurchases, if any, will be subject to market conditions and applicable Securities and Exchange

Commission rules.


To ensure a swift and smooth integration, United Rentals and RSC have made significant

progress on the integration planning process, which will begin immediately and will incorporate

the “best practices” of both companies across all operating business functions.

Jenne K. Britell will remain Chairman of the Board of Directors of United Rentals. The directors

of the combined company will be comprised of the existing United Rentals directors and three of

RSC’s independent directors, James Ozanne, Pierre Leroy and Donald Roof, who were elected

to the Board, effective today.


Under the terms of the merger agreement, each outstanding share of RSC common stock has

been converted into the right to receive $10.80 in cash, without interest and less any applicable

withholding taxes, and 0.2783 of a share of United Rentals common stock. As a result of the

merger, RSC’s common stock will no longer be listed for trading on the New York Stock



As part of the RSC acquisition, the Company merged all of RSC’s U.S. domestic subsidiaries,

including RSC’s principal operating subsidiary RSC Equipment Rental, Inc., and certain of the

Company’s existing subsidiaries, including United Rentals Northwest Inc. and United Rentals

(North America), Inc., into a newly formed operating company. Upon completion of the

subsidiary reorganization, the new company became URI’s sole operating subsidiary in the

United States and was renamed United Rentals (North America), Inc. (“New URNA”).


In connection with the completion of the combination, the proceeds from the $1,325 million

aggregate principal amount of 7.625% senior unsecured notes due 2022, $750 million

aggregate principal amount of 7.375% senior unsecured notes due 2020 and $750 million

aggregate principal amount of 5.75% senior secured notes due 2018 issued by UR Escrow

Financing Corporation (“UR Financing”) on March 9, 2012, were released from escrow. A

portion of the net cash proceeds from the notes offerings was used to pay the cash portion of

the consideration paid to RSC’s stockholders in connection with the combination. The

Company used additional proceeds from the notes offerings to fully repay RSC's senior secured

asset based loan revolving facility in the amount of $549.6 million, satisfy and discharge $400

million principal amount of RSC's 10% senior secured notes due 2017, satisfy and discharge

$503 million principal amount of RSC's 9.50% senior notes due 2014 and pay related

transaction fees and expenses.

At the consummation of the combination, New URNA also assumed pre-existing indebtedness

of UR Financing and United Rentals (North America), Inc., as well as certain unsecured debt

obligations of RSC’s subsidiaries. These include the obligations under the UR Escrow

Financing notes, RSC’s $200 million aggregate principal amount 10.25% senior notes due 2019

and RSC’s $650 million aggregate principal amount 8.25% senior notes due 2021 and United

Rentals (North America), Inc.’s secured asset based loan facility, 1 7/8% convertible senior

subordinated Notes due 2023, 10.875% senior notes due 2016, 9.25% senior notes due 2019

and 8.375% senior subordinated notes due 2020. Subject to certain exceptions, New URNA’s

assumed obligations will be guaranteed on a senior unsecured basis by URI and New URNA’s

current and future domestic subsidiaries.