Form 425
Filed by United Rentals
pursuant to Rule 425 under the
Securities Act of 1933, as amended.
Subject of the offer: RSC Holdings
(Commission File No.: 001-33485)
URI Employee Conference Call Script
MJK:
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As you may know, a few hours ago we announced that we had reached an agreement to
acquire RSC. |
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This is very exciting news! ... and an unprecedented milestone in the equipment rental
industry. We are combining two respected businesses to create a new, best-in-class rental
company. |
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All of us at United Rentals have worked hard to build one of the leading equipment
rental providers in North America, grounded in financial and operational strength. |
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And weve come a long way! Its particularly gratifying that we made some of our best
progress in the past three years, when the economy was incredibly challenging. |
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Today, we are stronger than we have ever been at any other time in our history. |
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It is exactly this strength that has allowed us to step forward and structure this deal
with RSC. |
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This is a transformational moment in our history, and both companies have a great deal
to be proud of. |
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We have a lot of respect for one another. And by combining forces, we are bringing
together a wealth of best practices and talent. |
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RSC and United Rentals share a similar philosophy of customer service, safety, and
commitment to excellence. We will learn from them, and they will learn from us. |
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As we begin to integrate our businesses, well leverage the best practices and
expertise from both companies. |
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Well welcome our new colleagues, as we do with every acquisition, and look for ways to
become a better company in the process. |
[pause]
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Before I continue, I want to ask our Chairman, Jenne Britell, to say a few words. Our
board of directors was unanimously behind the decision to acquire RSC, and they share in
our excitement about this deal. Jenne ... |
JB:
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Thank you Michael, and hello everyone. |
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This is a very important moment for United Rentals employees. Youve helped this
company transform itself in many ways over the past three years, and it is to your credit
that we are in a position to make this unprecedented announcement today. |
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This morning, as the press release was going out, I was thinking back to my first
Employee Call as Chairman, not long after the Cerberus deal fell through. There was a lot
of uncertainty in the air. |
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When Michael opened up the call for Q&A, the first question that came from the field
was: Is the company for sale? I was able to respond with a firm No because the board
had reached that conclusion. |
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Today, you have further proof of that. United Rentals is a leader, and we intend to
remain a leader. We are investing in that position ... and in our customers ... and in
you, at a level that is unequalled in our industry. |
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Its a measure of how much we all believe in this company. And Im thrilled to be here
as your Chairman, to share this moment with you. |
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I know Michael has some more information he wants to give you, so Ill turn it back
over to him. Michael ... |
MJK:
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Thank you, Jenne. So thats where we are today. And I know youre wondering, Whats
next? |
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Well, first of all, it will take a number of months for the transaction to close
because were both public companies. So we need approvals from stockholders and
regulators. |
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The management team will be working to move that process along, and we are expecting to
close the deal in the first half of 2012. |
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At this point, I can tell you that our company name will remain the same and our
headquarters will stay in Greenwich. |
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I will be remaining in my position as CEO. |
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From an employee perspective, salaries and benefits will remain unchanged through
December 31, 2012. Whatever you elected for 2012 will remain in effect for the full year.
And we still intend to do a merit increase in 2012. |
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For our salespeople, there will be no change to the incentives, commissions and bonus
structure we originally intended for 2012, although the sales opportunities themselves may
change during the course of the year. The 2012 structure will be communicated in early
January, as it is each year. |
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Both United Rentals and RSC provide strong and very similar compensation, healthcare
and employee benefit programs. Even so, we know that small differences can have a big
impact, and we plan to be very careful in selecting the best programs. Well be sure to
communicate with you regularly on this topic so that youre well aware of our plans for
the future. |
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On the subject of communication, we will do our best to keep you informed as much as
possible every step of the way. As you know, United Rentals has always maintained a
culture of openness. Thats not going to change. If anything, these channels will be used
more frequently in anticipation of our expanded employee base. |
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Between now and when we close, I want to emphasize that it is business as usual for us.
Remember, the deal hasnt closed yet. You should handle sales calls, quotations and other
customer situations the same way you handle them now, according to our companys
objectives for rate management, fleet management, customer service and margin improvement.
Our strategy for capturing business is still exactly the same. |
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The most important priority for all of us is to continue to provide our customers with
the consistently high level of commitment they have come to expect from us. That
commitment has got us to where we are today, and its important that we never take our eye
off the ball. Customers will be watching us closely during the transition. We need to meet
every expectation. |
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Before I take your questions, I want to take a moment to thank all of you for being
part of the team. We have transformed United Rentals over the past few years, and now
were about to take another momentous step forward together. There are some exciting days
ahead! |
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Now Id like to hear what you have to say. |
Q&A
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I think that wraps up Q&A. |
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Thank you for your time today, and please feel free to contact yourHR manager with any
further questions. Youll be hearing more from us as things move forward! |
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and in the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to United Rentals or RSC Holdings, 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. United Rentals and RSC Holdings 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 United Rentals and RSC
Holdings have filed with the U.S. Securities and Exchange Commission as well as the possibility
that (1) United Rentals and RSC Holdings 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 United Rentals and RSC
Holdings; (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
Securities and Exchange Commission by United Rentals and RSC Holdings. United Rentals and RSC
Holdings give 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 and RSC
Holdings 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 Securities and
Exchange Commission. All forward-looking statements included in this document are based upon
information available to United Rentals and RSC Holdings on the date hereof; and United Rentals and
RSC Holdings assumes no obligations to update or revise any such forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This document relates to a proposed transaction between United Rentals and RSC Holdings, 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 United Rentals. This document is not a substitute for the
registration statement and joint proxy statement/prospectus that United Rentals will file with the
SEC or any other documents that they may file with the SEC or send to shareholders 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 United Rentals and RSC Holdings, at the SECs Internet site
(http://www.sec.gov). You will also be able to obtain these documents, free of charge, in the
Investor Relations portion of the United Rentals website at http:// http://www.ur.com/investor
under the heading Investors and then under SEC Filings. Copies of the joint proxy
statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, free of charge, by directing a request to Investor
Relations at 203-618-7318.
Participants in Solicitation
United Rentals, RSC Holdings and their respective directors and executive officers and certain
members of management and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of United Rentals and RSC Holdings in connection with the proposed
transaction. Information about the directors and executive officers of United Rentals and their
ownership of United Rentals common stock is set forth in the proxy statement for the United Rentals
2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 31, 2011.
Information about the directors and executive officers of RSC Holdings and their ownership of RSC
Holdings common stock is set forth in the proxy statement for the RSC Holdings 2011 annual meeting
of stockholders, as filed with the SEC on Schedule 14A 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.