REENWICH, Conn. — The stockholders of United Rentals and RSC Holdings will vote April 27 on proposals for the Agreement and Plan of Merger, which calls for RSC to be merged with and into United Rentals. United Rentals stockholders will meet at the Hyatt Regency Greenwich in Greenwich, Conn., while RSC stockholders will meet at the Scottsdale Marriott at McDowell Mountains in Scottsdale, Ariz.
The companies currently expect to close the merger around April 30.
In related news, United Rentals announced that its subsidiary, UR Financing Escrow Corp., completed offerings of $1,325 million aggregate principal amount of its 7.625 percent senior unsecured notes due 2022, $750 million aggregate principal amount of its 7.375 percent senior unsecured notes due 2020 and $750 million aggregate principal amount of its 5.75 percent senior secured notes due 2018. Each series was sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, and outside the United States in accordance with Regulation S under the Securities Act.
Upon consummation of United Rentals' merger transaction with RSC Holdings Inc., the senior unsecured notes and the senior secured notes will be assumed by the company's subsidiary UR Merger Sub Corp. The senior unsecured notes will be unsecured obligations of UR Merger Sub and will be guaranteed on a senior basis by the parent company and, subject to limited exceptions, current and future domestic subsidiaries of UR Merger Sub.
Following release of the proceeds of the offerings from escrow upon consummation of the merger, UR Merger Sub will use the net proceeds from the offerings to pay the cash consideration for the merger transaction, to repay certain indebtedness of RSC Holdings, including RSC Holdings' senior secured asset-based revolving credit facility, 10 percent senior secured notes due 2017 and 9.5 percent senior notes due 2014, to repay borrowings under the company's senior secured asset-based revolving credit facility, and to pay fees and expenses.
United Rentals and RSC Holdings entered into a definitive merger agreement in December under which United Rentals will acquire RSC in a cash-and-stock transaction valued of about $4.2 billion, including $2.3 billion of net debt.
Greenwich, Conn.-based United Rentals is No. 1 on the RER 100. Scottsdale, Ariz.-based RSC Holdings is No. 2.
