Equipment Rental Companies in $4.2 Billion Merger

December 16, 2011

Cleary Gottlieb is representing Barclays Capital and Goldman, Sachs & Co. as co-lead financial advisors to RSC Holdings in the sale of RSC to United Rentals in a merger with an enterprise value of $4.2 billion. The transaction, announced December 16, 2011, provides for each share of RSC common stock to convert into $10.80 in cash and 0.2783 of a share of United common stock. The cash portion of the merger consideration will be financed by $2.3 billion of debt. The transaction is expected to close during the first half of 2012, subject to the delivery of tax opinions and a solvency opinion, as well as the receipt of approvals by United Rentals and RSC stockholders and regulatory clearances. Oak Hill Capital Partners has agreed to vote its 33.5% shareholding in RSC in favor of the merger.

RSC and United Rentals are both leading rental equipment companies.