8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2017

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 First Stamford Place, Suite 700
Stamford, Connecticut	06902
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 618-7255

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.Completion of Acquisition or Disposition of Assets.

As previously reported, on January 25, 2017, United Rentals (North America), Inc. (“URNA”), a Delaware corporation and wholly owned subsidiary of United Rentals, Inc. (“URI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NES Rentals Holdings II, Inc., a Delaware corporation (“NES”), UR Merger Sub II Corporation (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of URNA, and Diamond Castle Holdings, LLC, a Delaware limited liability company, as Stockholder Representative (“Stockholder Representative”). On April 3, 2017, pursuant to the Merger Agreement, Merger Sub was merged with and into NES (the “Merger”), with NES as the surviving corporation in the Merger. Immediately following the Merger, URNA will take steps to merge NES and its subsidiaries into URNA, with URNA continuing as the surviving corporation of these mergers.

As a result of the Merger, each share of NES common stock was converted into the right to receive a pro rata share (as determined on a fully diluted basis) of the base consideration of $965,000,000, subject to customary post-closing purchase price adjustments and adjustments for rental fleet sales and purchases as set forth in the Merger Agreement (the “Per Share Merger Consideration”).  In addition, at the effective time of the Merger (the “Effective Time”), each outstanding award of restricted stock in respect of shares of NES common stock granted under NES’s stock incentive plan was fully vested, and each share of common stock underlying each award of restricted stock was treated as NES common stock for all purposes of receiving the Per Share Merger Consideration under the Merger Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to URI and URNA’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on January 27, 2017 and incorporated herein by reference.

Item 8.01.Other Events.

On April 3, 2014, URI issued a press release announcing the consummation of the Merger.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

2.1       Agreement and Plan of Merger, dated as of January 25, 2017, by and among United Rentals (North America), Inc., UR Merger Sub II Corporation, NES Rentals Holdings II, Inc. and Diamond Castle Holdings, LLC, solely in its capacity as the Stockholder Representative (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 27, 2017).

99.1     Press Release of United Rentals, Inc., announcing the consummation of the Merger.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 3, 2017

UNITED RENTALS, INC.
By:	/S/    Craig A. Pintoff
	Name: Craig A. Pintoff
	Title:   Executive Vice President — Chief Administrative and Legal Officer
UNITED RENTALS (NORTH AMERICA), INC.
By:	/S/    Craig A. Pintoff
	Name: Craig A. Pintoff
	Title:   Executive Vice President — Chief Administrative and Legal Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of January 25, 2017, by and among United Rentals (North America), Inc., UR Merger Sub II Corporation, NES Rentals Holdings II, Inc. and Diamond Castle Holdings, LLC, solely in its capacity as the Stockholder Representative (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 27, 2017).
99.1	Press Release of United Rentals, Inc., announcing the consummation of the Merger.

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EX-99.1

Exhibit 99.1

	United Rentals, Inc. 100 First Stamford Place Suite 700 Stamford, CT  06902 tel:   203 622-3131 fax:  203 622-6080
	unitedrentals.com

United Rentals Completes Acquisition of NES Rentals

STAMFORD, Conn. — April 3, 2017 — United Rentals, Inc. (NYSE: URI) today announced that it has completed its previously announced acquisition of NES Rentals Holdings II, Inc. (“NES”) for a total purchase price of approximately $965 million in cash. The purchase was funded through a combination of newly issued unsecured debt and available capacity on the company’s ABL facility.

The acquisition increases the company’s density in strategically important markets, including the East Coast, Gulf States and Midwest, and is expected to strengthen relationships with local and strategic accounts in the construction and industrial sectors. The assets acquired with NES include almost $900 million of fleet based on original cost, 73 branch facilities concentrated in the eastern half of the United States, and approximately 1,100 employees.

Michael Kneeland, president and chief executive officer of United Rentals, said, “We’re excited by the customer and investor benefits we’ve created through this combination, which leverages our technology, infrastructure and cross-selling capabilities. Most important, we’re gaining a great team that cares deeply about providing quality service and shares our intense focus on safety.”

Centerview Partners Holdings LP and Morgan Stanley acted as financial advisors to United Rentals, and Sullivan & Cromwell LLP acted as legal advisor. Catalyst Strategic Advisors, LLC and Deutsche Bank acted as financial advisors to NES, and Jenner & Block LLP acted as legal advisor.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 968 rental locations in 49 states and every Canadian province. The company’s approximately 13,600 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 3,200 classes of equipment for rent with a total original cost of $9.9 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. United Rentals undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by United Rentals, as well as the possibility that (1) problems may arise in successfully integrating the businesses of United Rentals and NES, including, without limitation, problems associated with the potential loss of any key employees of NES; (2) the transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues that we fail to discover during the due diligence investigation of NES or that are not subject to indemnification or reimbursement by NES, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (3) our business may suffer as a result of uncertainty surrounding the transaction, any adverse effects on our ability to maintain relationships with customers, employees and suppliers, or the inherent risk associated with entering a geographic area or business; and (4) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals. United Rentals gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals described in the “Risk Factors” section of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. All forward-looking statements included in this document are based upon information available to United Rentals on the date hereof; and United Rentals assumes no obligations to update or revise any such forward-looking statements.

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Contact:

Ted Grace

(203) 618-7122; Cell: (203) 399-8951

tgrace@ur.com