e8vk
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): December 16, 2011
RSC HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-33485
|
|
22-1669012 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
6929 E. Greenway Parkway, Suite 200
Scottsdale, Arizona
|
|
85254 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (480) 905-3300
Not Applicable
(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:
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On December 16, 2011, United Rentals, Inc., a Delaware corporation (“Purchaser”), and RSC
Holdings Inc., a Delaware corporation (the “Company”), announced that they had entered into a
definitive merger agreement, dated December 15, 2011, providing for the acquisition of the Company
by Purchaser in a cash-and-stock transaction.
On December 16, 2011, the Company held a conference call with investors to present
supplemental information regarding the merger agreement. A copy of the script of the investor
presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
slides used in connection with this investor presentation are attached hereto as Exhibit 99.2 and
are incorporated herein by reference. A copy of the transcript of the investor presentation is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On December 16, 2011, the Company distributed their communication plan to provide supplemental
information regarding the merger agreement. The slides used in connection with this communication
plan are attached hereto as Exhibits 99.4, 99.5 and 99.6 and are incorporated herein by reference.
On December 16, 2011, the Company issued a letter to its vendors to provide supplemental
information regarding the merger agreement. A copy of the letter is attached hereto as Exhibit
99.7 and is incorporated herein by reference.
On December 16, 2011, the Company issued a letter to its customers to provide supplemental
information regarding the merger agreement. A copy of the letter is attached hereto as Exhibit
99.8 and is incorporated herein by reference. The Company also issued a list of frequently asked
questions to its customers to provide supplemental information regarding the merger agreement. A
copy of the list is attached hereto as Exhibit 99.9 and is incorporated herein by reference.
On December 16, 2011, the Company issued a list of frequently asked questions to its employees
to provide supplemental information regarding the merger agreement. A copy of the list is attached
hereto as Exhibit 99.10 and is incorporated herein by reference.
2
Cautionary Statement Regarding Forward-Looking Statements
This communication 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. These statements, as they relate to Purchaser or the Company, the
management of either such company or the transaction, involve 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 can be guaranteed, and actual results may differ
materially from those projected. Purchaser and the Company undertake 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 documents Purchaser and the Company have filed with the U.S. Securities and
Exchange Commission (the “SEC”) as well as the possibility that (1) Purchaser and the Company may
be unable to obtain stockholder or regulatory approvals required for the proposed transaction or
may be required to accept conditions that could reduce the anticipated benefits of the merger as a
condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the
proposed transaction may be longer than anticipated; (3) problems may arise in successfully
integrating the businesses of Purchaser and the Company; (4) the proposed transaction may involve
unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed
transaction; and (6) 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 Purchaser and the Company. Neither Purchaser nor
the Company gives any assurance that either Purchaser or the Company will achieve its expectations
and neither Purchaser nor the Company assumes 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 Purchaser and the
Company described in the “Risk Factors” section of their respective 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
Purchaser and the Company on the date hereof, and neither Purchaser nor the Company assumes any
obligation to update or revise any such forward-looking statements.
3
Important Additional Information Will Be Filed with the SEC
This press release relates to a proposed transaction between Purchaser and the Company, which
will become the subject of a registration statement and joint proxy statement/prospectus forming a
part thereof to be filed with the SEC by Purchaser. This press release is not a substitute for the
registration statement and joint proxy statement/prospectus that Purchaser will file with the SEC
or any other documents that they may file with the SEC or send to stockholders in connection with
the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/ PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as
other filings containing information about Purchaser and the Company, at the SEC’s website at
http://www.sec.gov. You will also be able to obtain these documents, free of charge, when filed,
by directing a request by mail or telephone to RSC Holdings Inc., Attn: Investor Relations, 6929 E.
Greenway Parkway, Suite 200, Scottsdale, AZ 85254, telephone: (480) 281-6956, or from RSC’s
website, www.RSCrentals.com.
Participants in Solicitation
Purchaser, the Company and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of Purchaser and the Company in connection with the proposed transaction.
Information about the directors and executive officers of the Company and their ownership of the
Company’s common stock is set forth in the Company’s definitive proxy statement filed with the SEC
on March 16, 2011. Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be obtained by reading the
joint proxy statement/prospectus regarding the proposed transaction when it becomes available. You
may obtain free copies of this document as described in the preceding paragraph.
4
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| |
|
|
|
|
| Exhibit No. |
|
Exhibit |
| |
|
|
|
|
| |
99.1 |
|
|
Script of the Investor Presentation, held on December 16,
2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.2 |
|
|
Investor Presentation Slides, dated December 16, 2011. |
| |
|
|
|
|
| |
99.3 |
|
|
Transcript of the Investor Presentation, held on December 16,
2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.4 |
|
|
RSC Communication Plan Slides, dated December 16, 2011. |
| |
|
|
|
|
| |
99.5 |
|
|
RSC Corporate Communication Plan Slides, dated December 16,
2011. |
| |
|
|
|
|
| |
99.6 |
|
|
RSC Sales Team Communication Plan Slides, dated December 16,
2011. |
| |
|
|
|
|
| |
99.7 |
|
|
Letter to Vendors, dated December 16, 2011, relating to the
merger agreement. |
| |
|
|
|
|
| |
99.8 |
|
|
Letter to Customers, dated December 16, 2011, relating to the
merger agreement. |
| |
|
|
|
|
| |
99.9 |
|
|
List of Frequently Asked Questions for Customers, issued
December 16, 2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.10 |
|
|
List of Frequently Asked Questions — Week 1, issued December
16, 2011, relating to the merger agreement. |
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
|
|
| |
|
RSC HOLDINGS INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/
Kevin J. Groman |
|
|
| |
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Kevin J. Groman |
|
|
|
|
|
|
Title:
|
|
Senior Vice President, General Counsel and Corporate
Secretary |
|
|
Date: December 16, 2011
6
EXHIBIT INDEX
| |
|
|
|
|
| Exhibit No. |
|
Exhibit |
| |
|
|
|
|
| |
99.1 |
|
|
Script of the Investor Presentation, held on December 16,
2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.2 |
|
|
Investor Presentation Slides, dated December 16, 2011. |
| |
|
|
|
|
| |
99.3 |
|
|
Transcript of the Investor Presentation, held on December 16,
2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.4 |
|
|
RSC Communication Plan Slides, dated December 16, 2011. |
| |
|
|
|
|
| |
99.5 |
|
|
RSC Corporate Communication Plan Slides, dated December 16,
2011. |
| |
|
|
|
|
| |
99.6 |
|
|
RSC Sales Team Communication Plan Slides, dated December 16,
2011. |
| |
|
|
|
|
| |
99.7 |
|
|
Letter to Vendors, dated December 16, 2011, relating to the
merger agreement. |
| |
|
|
|
|
| |
99.8 |
|
|
Letter to Customers, dated December 16, 2011, relating to the
merger agreement. |
| |
|
|
|
|
| |
99.9 |
|
|
List of Frequently Asked Questions for Customers, issued
December 16, 2011, relating to the merger agreement. |
| |
|
|
|
|
| |
99.10 |
|
|
List of Frequently Asked Questions — Week 1, issued December
16, 2011, relating to the merger agreement. |
7