e425
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)
December [19], 2011
[Name]
[Address]
[Address]
Dear [Name],
We are pleased to confirm that on December 16, United Rentals reached an agreement to acquire RSC
Holdings, the second largest equipment rental provider in North America. RSC is known for its
operational excellence and, like United Rentals, it has a strong culture of customer service.
There will be no immediate changes to our operations, but we do expect to deliver substantial
benefits to you once the integration is underway in the first half of 2012. We intend to leverage
the best practices, management expertise and talent of both companies to enhance our service
infrastructure.
Our combined organization will have a strong presence across North America, with nearly 1,000
branches in the U.S. and Canada and the largest, most versatile equipment rental fleet in the
industry. In short, we will be in an even better position to serve your equipment needs whenever
and wherever you need us.
We value our partnership with your company, and were confident that you will appreciate the
enhancements that will come your way through our planned expansion. You can expect to hear more
from us as things move forward.
Thank you again for your business and your continued support. Should you have any questions, please
do not hesitate to contact Joe Dixon, Senior Vice President Sales, jdixon@ur.com.
Sincerely,
Michael Kneeland
Chief Executive Officer
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.
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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.
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