UNITED RENTALS INC /DE URI
No odd-lot preference
Read automatically from the filing
This offer mentions odd lots only to say they get no special treatment. Odd-lot tenders are prorated like everyone else's.
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2008-07-16 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $22.00 to $25.00 per share |
| Most an odd-lot tender could be | $2,178.00 to $2,475.00 |
How it finished
Everyone else37.66%
| Shares tendered | 71,979,730 |
|---|---|
| Shares accepted | 27,160,000 |
| Proration factor | 37.7% |
| Overall acceptance | 37.7% |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...s, will I be subject to proration? If: • you own beneficially or of record fewer than 100 shares in the aggregate, • you properly tender all of these shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and • you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, then we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. viii Table of Contents Has United Rentals or its Board of Directors adopted a position on the Offer? Our Board of Directors has approved the Offer. However, neither we nor an...
expiry = 2008-07-16...TS COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 16, 2008 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED. United Rentals, Inc. (“United Rentals,” the “Company,” “we” or “us”) hereby offers to purchase up to 27,160,000 shares of its common stock, par value $0.01 per share (the “Common Stock...
listed = True...rights. No additional consideration will be paid for the associated rights. The Offer is not conditioned on the receipt of financing or on a minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “URI.” On June 9, 2008, the last full trading day before we announced our intention to make this Offer, the last reported sale price of the shares was $19.50 per share. Shareholders are urged to obtain current market quotations for the shares before deciding whether to tender their shares. See Sect...
mechanism = DUTCH...on any minimum number of shares being tendered by shareholders, but is subject to other conditions. See Section 7. What will be the purchase price for the shares and what will be the form of payment? We are conducting this Offer through a procedure called a “modified Dutch auction.” If you are willing to sell your shares, this procedure allows you to select the price at which you are willing to sell within a price range specified by us. The price range for the Offer is $22.00 to $25.00 per share. See Section 1. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 27,160,000 sha...
mechanism = DUTCH...ch, CT 06831 tel: 203 622 3131 203 622 6080 unitedrentals.com United Rentals Announces Preliminary Results of Tender Offer GREENWICH, Conn. – July 17, 2008 – United Rentals, Inc. (NYSE: URI) announced today the preliminary results of its previously announced “modified Dutch Auction” tender offer, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, the company expects to purchase 27.16 million shares of its common...
mechanism = DUTCH...Park Greenwich, CT 06831 tel: 203 622 3131 203 622 6080 unitedrentals.com United Rentals Announces Final Results of Tender Offer GREENWICH, Conn. — July 23, 2008 — United Rentals, Inc. (NYSE: URI) announced today the final results of its previously announced “modified Dutch Auction” tender offer to purchase up to 27,160,000 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008. In accordance with the terms and conditions of the tender offer, the company has accepted for purchase 27,160,000 shares, representing approximately 31.4% of its outstanding common stock, at...
must_tender_all = True...rchase some but not all of the tendered shares pursuant to the Offer. In the event the shareholder does not designate the order and fewer than all shares are purchased due to proration, the Depositary will select the order of shares purchased. Odd Lot holders who tender all of their shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the priority treatment available to Odd Lot holders as set forth in Section 1. The method of delivery of all documents, including the Letter of Transmittal and any other required docume...
must_tender_all = True...ffer must deliver the related shares and required documents to the depositary within three business days of their execution of the notice of guaranteed delivery. Stockholders who own fewer than 100 shares of common stock, or an “odd-lot”, and who have validly tendered all of their shares will not be subject to proration in accordance with the terms of the offer. Based on the preliminary count, the company does not expect to purchase shares issuable upon the conditional exercise of options or warrants tendered pursuant to the tender offer. The number of shares the company expects to purchase in the tender offer represents...
no_priority = True...o consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 6. Conditional Tender of Shares. Subject to the exception for Odd Lot Holders, shares will be subject to proration if the Offer is over-subscribed. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a speci...
price = USD 22.0-25.0...ed Dutch auction.” If you are willing to sell your shares, this procedure allows you to select the price at which you are willing to sell within a price range specified by us. The price range for the Offer is $22.00 to $25.00 per share. See Section 1. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 27,160,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly t...
threshold = 100...with the special procedures described in Section 3 will be treated as conditionally tendered for this purpose. Therefore, we may not purchase all of the shares that you tender even if you tender them at or below the Purchase Price. See Sections 1 and 6. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If: • you own beneficially or of record fewer than 100 shares in the aggregate, • you properly tender all of these shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and • you complete the section entitled “Odd Lots” in the Let...
threshold = 100...shares by delivering a notice of guaranteed delivery prior to the expiration of the tender offer must deliver the related shares and required documents to the depositary within three business days of their execution of the notice of guaranteed delivery. Stockholders who own fewer than 100 shares of common stock, or an “odd-lot”, and who have validly tendered all of their shares will not be subject to proration in accordance with the terms of the offer. Based on the preliminary count, the company does not expect to purchase shares issuable upon the conditional exercise of options or warrants tendered pursuant to the tender offer....
txn_type = TENDER_OFFEREX-99.A.1.A 2 y60005exv99waw1wa.htm EX-99.A.1.A: OFFER TO PURCHASE EX-99.A.1.A Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY UNITED RENTALS, INC. OF UP TO 27,160,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPI...
txn_type = TENDER_OFFEREX-99.A.5.G 2 y63134exv99waw5wg.htm EX-99.A.5.G: PRESS RELEASE EX-99.A.5.G United Rentals, Inc. Five Greenwich Office Park Greenwich, CT 06831 tel: 203 622 3131 203 622 6080 unitedrentals.com United Rentals Announces Preliminary Results of Tender Offer GREENWICH, Conn. – July 17, 2008 – United Rentals, Inc. (NYSE: URI) announced today the preliminary results of its previously announced “modified Dutch Auction” tender offer, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008. In accordance with the terms and conditions of the tender offer, and based on the preli...
txn_type = TENDER_OFFER...03 622 3131 203 622 6080 unitedrentals.com United Rentals Announces Final Results of Tender Offer GREENWICH, Conn. — July 23, 2008 — United Rentals, Inc. (NYSE: URI) announced today the final results of its previously announced “modified Dutch Auction” tender offer to purchase up to 27,160,000 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008. In accordance with the terms and conditions of the tender offer, the company has accepted for purchase 27,160,000 shares, representing approximately 31.4% of its outstanding common stock, at a price of $22.00 per shar...
accepted = 27160000...to 27,160,000 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, July 16, 2008. In accordance with the terms and conditions of the tender offer, the company has accepted for purchase 27,160,000 shares, representing approximately 31.4% of its outstanding common stock, at a price of $22.00 per share, for a total cost of approximately $597.5 million (excluding fees and expenses relating to the tender offer). Based on the final tabulation by American Stock Transfer & Trust Compan...
proration_pct = 37.66...stock were validly tendered and not withdrawn, the tender offer was oversubscribed. As a result, the depositary has informed the company that, after giving effect to the priority for “odd lots”, the final proration factor for the tender offer is 37.66%. Also, as a result of this oversubscription, the company will not be purchasing any shares issuable upon the conditional exercise of options or warrants tendered pursuant to the tender offer. The company will promptly deposit with the depositary funds sufficient to pay for the s...
tendered = 71979730...ly $597.5 million (excluding fees and expenses relating to the tender offer). Based on the final tabulation by American Stock Transfer & Trust Company, the depositary for the tender offer, a total of 71,979,730 shares were validly tendered (including by guaranteed delivery procedures) and not withdrawn at a price of $22.00 per share. Because more than 27,160,000 shares of common stock were validly tendered and not withdrawn, the tender offer was oversubscribed. As a result, the depositary has informed the company...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2008-06-17 | SC TO-I | original (governing) | View |
| 2008-07-17 | SC TO-I/A | amendment | View |
| 2008-07-23 | SC TO-I/A | amendment | View |