Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - RSC Holdings Inc. | d273153d8k.htm |
| EX-99.1 - EXHIBIT 99.1 - RSC Holdings Inc. | d273153dex991.htm |
 Treatment of Employee Equity Awards
in the Proposed Merger
December 29,
2011
Highlights of the “Notice to Equity Award Holders Memo”
Exhibit 99.2 |
 1
Merger with United Rentals
As you know, RSC Holdings, Inc. (RSC) expects to complete a Merger
with United Rentals, Inc. (URI).
At the effective time of the Merger, shareholders of RSC will receive,
for each RSC share outstanding immediately prior to the
effective time, the following: $10.80 in cash, and
0.2783 of a share of common stock of URI.
We currently expect that the Merger will be completed on a date in the
second quarter of 2012
(although
the
closing
date,
if
it
occurs,
may
be
earlier
or
later). |
 What happens to RSC Equity Awards in the Merger?
•
Generally, all outstanding equity awards held by employees will
continue on the same terms and conditions,
except
that
the
equity
awards
will
be
converted
(or
“rolled
over”) into
awards
for
URI common stock.
•
If you
hold
stock
options or RSUs,
you
do
not
need
to
take
any
action
–
the
rollover is
automatic.
•
Once
the
equity
awards
are
rolled
over,
vesting
will
continue
on
the
same
vesting
schedule.
If your employment is involuntarily terminated following the
completion of the Merger, your equity award(s) will become 100%
vested. |
 How many URI shares will be subject to my rolled over equity award?
The number of URI shares issued for each RSC share during the
roll-over process will be determined by the “Equity Award Exchange Ratio.”
The Equity Award Exchange Ratio for each RSC share is the sum of:
(1) $10.80 divided by
the volume-weighted average of the closing sale prices of a
share of URI common stock during the 10 days prior to and including
the Closing Date, plus
(2) 0.2783 shares of common stock of URI.
•
Example: Let's assume a 10-day average of URI common stock
closing sales prices prior to and including Closing Date of
$30*. The Equity Award Exchange Ratio would be calculated
as follows:
Ratio for Converted Cash Portion
=
$10.80 ÷
$30*
=
0.36
Ratio for Converted Stock Portion
=
0.2783
Equity Award Exchange Ratio
=
0.36 + 0.2783
Equity Award Exchange Ratio
=
0.6383 of URI share
for each RSC share
* Please note that the examples contained herein (as well as the
assumed $30 weighted-average closing price) are just hypothetical
examples, and that the actual conversion of RSUs and stock options
in the Merger will be determined at the Effective Time in
accordance with the terms of the Merger Agreement.
|
 How would Stock Options be converted?
•
Example:
Let's
continue
to
assume
that
the
Equity
Award
Exchange
Ratio
is
0.6383.
Say
you
hold, at the time of the Merger, a Stock Option in respect of 1,000 RSC
shares, at an exercise price of $12 per RSC share. Your Stock
Option will "roll over" into an award for URI common
stock. The number of URI shares that will be subject to your
rolled over Stock Option, and the exercise price of your
converted Stock Option, would be calculated as follows: Number of
RSC Shares
subject to
your Original
Stock Option
Assumed
Equity
Award
Exchange
Ratio
Number of URI
Shares subject to
your "Rolled Over"
Stock Option:
(rounded down)
1,000 Shares
.6383
638 shares
(RSC shares x Ratio)
Exercise
Price of your
Original
Stock Option
Assumed
Equity
Award
Exchange
Ratio
Exercise Price of
your "Rolled Over"
Stock Option:
(rounded up)
$12.00
.6383
$18.80
(Original Exercise
Price ÷
Ratio) |
 How would RSUs
be converted?
•
Example: Let's
continue
to
assume
that
the
Equity
Award
Exchange
Ratio
is
0.6383.
Say
you
hold, at the time of the Merger, an RSU award in respect of 1,000 RSC
shares. Your RSU will "roll over" into an award
for URI common stock, and the number of URI shares that will be
subject to your rolled over RSU award would be calculated as
follows: Number of RSC
Shares subject to
your Original RSU
Award
Assumed
Equity Award
Exchange
Ratio
Number of URI Shares
subject to your "Rolled
Over" RSU Award
(rounded down)
1,000 Shares
.6383
638 shares
(RSC Shares x Ratio) |
 6
What happens between now and the completion of the
Merger?
•
Between
now
and
the
Closing
Date,
RSC
common
stock
will
continue
to
be
publicly
traded.
•
You may exercise any vested Stock Options you hold, subject to any
blackout periods and/or any other trading limitations that may
be in effect. •
In order for RSC to process exercises of stock options prior to the
closing of the Merger, RSC will not accept exercises of stock
options after 4:00 p.m. (Mountain Time) four business days prior
to the Closing Date, unless this date is subsequently modified by RSC. |
 Where can I find more information?
•
The
“Notice
to
Equity
Award
Holders”
memo,
enclosed,
provides
a
complete
and
detailed
description of the equity conversion process. Please reference
that document for further information. This presentation
is only a summary. •
Questions regarding your RSC equity awards my be addressed to either of
the following individuals:
•
Other Resources:
Visit www.etrade.com
and to log into your employee brokerage account.
Questions or concerns about your brokerage account or you have
misplaced your username/password, please contact Nancy
Stephens, Equity Compensation Administrator or call E*TRADE
directly at 1-800-838-0908. Nancy Stephens
Equity Compensation Administrator
Nancy.Stephens@RSCrental.com
p 480.281.7335
Mitch Holder
Director Compensation
Mitchell.Holder@RSCrental.com
p 480.905.3343 |
 8
Legal Reminders
Please note that the examples in this presentation and related materials
(as well as the assumed $30 weighted- average closing price)
are just hypothetical examples, and that the actual conversion of RSUs
and stock options
in the Merger will be determined at the Effective Time in accordance with
the terms of the Merger Agreement. The actual conversion of stock
options and RSUs in the Merger is subject to rounding in
accordance with the terms of the Merger Agreement.
All aspects of your equity awards are governed by the terms and
provisions of the Merger Agreement, the RSC Holdings, Inc.
Amended and Restated Stock Incentive Plan, your particular award agreement(s) and employment
agreement (as applicable), and not
by this presentation or related materials.
Your receipt of this memorandum does not give you any right, express or
implied, of continued employment with RSC, URI or any of their
affiliates or of receipt of any equity award adjustment thereto or particular value derived
therefrom.
If the Merger does not occur, you will have no rights or interests in
URI stock by virtue of your equity awards or other RSC stock.
You are urged to consult your tax advisors as to the particular
consequences to you under federal, state and local, and applicable
foreign tax laws of your equity awards.
To ensure compliance with U.S. Internal Revenue Service Circular
230, you are hereby notified that any discussion of
U.S. federal tax matters in this presentation or related materials was
written in connection with the promotion or marketing of the
Merger, and was not intended to be used, and cannot be used, by any purchaser for the purpose of
avoiding penalties that may be imposed on the taxpayer under U.S.
federal tax law. |
 Legal Reminders
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 United Rentals, Inc. or RSC
Holdings Inc., 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,
Inc.
and
RSC
Holdings
Inc. 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,
Inc.
and
RSC
Holdings
Inc.
have
filed
with
the
U.S.
Securities
and
Exchange
Commission
(the
“SEC”)
as
well
as
the
possibility
that
(1)
United
Rentals,
Inc.
and
RSC
Holdings
Inc.
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,
Inc.
and
RSC
Holdings
Inc.;
(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 United
Rentals,
Inc.
and
RSC
Holdings
Inc.
Neither
United
Rentals,
Inc.
nor
RSC
Holdings
Inc.
gives
any
assurance
that
either
United Rentals, Inc. or RSC Holdings Inc. will achieve its expectations
and neither United Rentals, Inc. nor RSC Holdings Inc. 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 United Rentals, Inc. and RSC Holdings Inc. 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 United Rentals, Inc. and RSC Holdings
Inc. on the date hereof, and neither United Rentals, Inc. nor
RSC Holdings Inc. assumes any obligation to update or revise any such forward-looking statements. |
 Legal Reminders
Important Additional Information Will Be Filed with the SEC
This communication relates to a proposed transaction between United
Rentals, Inc. and RSC Holdings Inc., 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,
Inc.
This
communication
is
not
a
substitute
for
the
registration
statement
and
joint
proxy statement/prospectus that United Rentals, Inc. 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
United
Rentals,
Inc.
and
RSC
Holdings
Inc.,
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
United Rentals, Inc., RSC Holdings Inc. 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
United Rentals, Inc. and RSC Holdings Inc. in connection with the
proposed transaction. Information about the directors and
executive officers of RSC Holdings Inc. and their ownership of RSC Holdings Inc.’s common stock is set forth in
RSC
Holdings
Inc.’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. |