Greenwich, Conn. — A Delaware court ruled against United Rentals' efforts to force Cerberus Capital Management to complete its $6.7 billion takeover of the company. Judge William Chandler ruled late Dec. 21 that the acquisition agreement allowed the acquirer to withdraw its offer in exchange for a $100 million buyout fee.
United Rentals said Dec. 24 that it will ask Cerberus to pay the $100 million fee and will not appeal the ruling.
“In light of Chancellor Chandler's Dec. 21 opinion, the United Rentals board of directors has determined that the company is best served by terminating the merger agreement and the constraints it imposes,” United said in a statement. “We remain committed to enhancing shareholder value, and believe the immediate need is to move forward and focus our energies on our business.” United Rentals said the $100 million fee is payable within two days of termination of the agreement.
Cerberus agreed to acquire United Rentals for $34.50 per share in late July, but withdrew its offer Nov. 14, citing uncertainty in the credit and financing markets. The deal's collapse is one of several leveraged buyouts that have failed in recent weeks as buyers have faced difficulty in obtaining funding.
United Rentals also said it was terminating previously announced debt tender offers being made by wholly owned subsidiary United Rentals (North America) Inc.
In related company news, SuttonBrook Capital Management LP last month revealed, in a filing with the Securities and Exchange Commission, that it owns about 5 million shares of United Rentals, a 5.83-percent stake, and may hold discussions with the rental company about a possible merger, reorganization or liquidation of the company.
SuttonBrook also said it could discuss board membership changes, an asset sale, changes to the company's business structure or divi-dend policies.
Based in Greenwich, Conn., United Rentals is No. 1 on the RER 100.
