RSC — Merger or Acquisition (December 2011)
11 slides from RSC's merger presentation, Dec 30, 2011
Slide 1: Treatment of Employee Equity Awards in the Proposed Merger
Exhibit 99.2 Highlights of the “Notice to Equity Award Holders Memo” Treatment of Employee Equity Awards in the Proposed Merger December 29, 2011
Slide 2: Merger with United Rentals
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,
Slide 3: What happens to RSC Equity Awards in the Merger?
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
Slide 4: How many URI shares will be subject to my rolled over equity award?
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 vol
Slide 5: How would Stock Options be converted?
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 awar
Slide 6: How would RSUs be converted?
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
Slide 7: What happens between now and the completion of the Merger?
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
Slide 8: Where can I find more information?
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
Slide 9: Legal Reminders
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 acc
Slide 10: Legal Reminders
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
Slide 11: Legal Reminders
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 t