Cerberus Capital Management LP, the private equity firm that backed out of an agreement to acquire United Rentals, sued in New York state court to limit its potential liability for the failed transaction at $100 million. The suit was filed Nov. 21.
Cerberus is seeking to force United Rentals to abide by terms of a July 22 agreement that provided for a $100 million fee should it back out of a deal to acquire the Greenwich, Conn.-based rental company for $34.50 per share. The overall transaction was valued at about $6.7 billion, including assumed debt.
Cerberus abandoned the deal last month, stating that market conditions and changes in the credit market had made the acquisition less attractive. United Rentals sued Cerberus Nov. 19 in Delaware Chancery Court in Wilmington, Del., seeking to force a completion of the acquisition.
Cerberus stated in its suit that United Rentals “has no remedies whatsoever against Cerberus Partners other than the right to pursue payment against Cerberus Partners under the limited guarantee for up to $100 million in damages.” The $100 million cap was agreed upon to compensate United Rentals for any losses or damages United might suffer if Cerberus backed out of the deal.
United Rentals shares fell 31 percent Nov. 14 — two days before the transaction was scheduled to close — after Reuters citing unidentified sources reported Cerberus’ likelihood of abandoning the deal. United Rentals claimed Cerberus had no basis for abandoning the transaction since funding sources were not endangered by the difficulties in the credit markets. United Rentals claims, in its Delaware lawsuit, that Cerberus’ RAM affiliates leaked the information to the media in an effort to force United Rentals’ board to accept a reduced price.
United Rentals announced it was pursuing strategic alternatives in April and reached an agreement with Cerberus in July. The company is No. 1 on the RER 100.