United Rentals, Greenwich, Conn., has delivered a notice of termination of its July 22, 2007, merger agreement with RAM Holdings and RAM Acquisition Corp., the acquisition vehicles formed by Cerberus Capital Management, New York, N.Y.
In delivering the notice, United Rentals has requested that Cerberus Partners pay United Rentals the $100 million termination fee required by the merger agreement. Under the agreement, the fee is payable promptly and in any event within two days of termination.
"In light of Chancellor Chandler's December 21st 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,” a spokesperson for United Rentals said. “We remain committed to enhancing shareholder value and believe the immediate need is to move forward and focus our energies on our business."
In light of the termination of the merger agreement, United Rentals also announced that it will not be appealing the Delaware Chancery Court opinion and is terminating the previously announced debt tender offers and consent solicitations being made by its wholly owned subsidiary, United Rentals (North America).
The offers expired at midnight on Dec. 21, 2007. The offers were being conducted pursuant to URNA's Offer to Purchase and Consent Solicitation Statement, dated Oct. 16, 2007, and related to URNA's outstanding (i) 6 percent senior notes due 2012, (ii) 7 percent senior subordinated notes due 2013, and (iii) 7 percent senior subordinated notes due 2014. The offers have been terminated because completion of the merger contemplated by the merger agreement was a condition to consummating the offers.
As a result of the termination of the offers, the proposed amendments to the indentures pursuant to which the notes were issued will not become operative. All notes that were tendered in the offers will be returned promptly to the respective holders thereof without any action required on the part of the holders.