Market Overview

United Rentals Completes Acquisition of BakerCorp and Updates Guidance to Reflect Impact

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United Rentals, Inc. (NYSE:URI) today announced that it has completed
its previously announced acquisition of BakerCorp International
Holdings, Inc. ("BakerCorp") for a total purchase price of approximately
$715 million. The transaction was funded through a combination of cash
and available capacity on the company's senior secured asset-based
revolving credit facility.

BakerCorp is a leading multinational provider of tank, pump, filtration
and trench shoring rental solutions for a broad range of industrial and
construction applications. With the acquisition, United Rentals
substantially augments its bundled solutions for fluid storage, transfer
and treatment; expands its strategic account base; and gains a
significant opportunity to increase revenue and enhance customer service
by cross-selling to its broader customer base. The BakerCorp acquisition
added approximately 25,000 units of fleet, 46 branches in North America
and 11 in Europe, and approximately 950 employees to United Rentals'
footprint. For the trailing 12 months ended May 31, 2018, BakerCorp
generated $79 million of adjusted EBITDA at a 26.9% margin on $295
million of total revenue.

Michael Kneeland, chief executive officer of United Rentals, said, "The
Baker acquisition is a highly strategic move on our part to grow our
Specialty segment. Our expanded expertise in fluid solutions will
benefit our customers and build long-term value for our investors. Today
we welcomed almost a thousand top-notch colleagues as the first step in
the integration."

The company has updated its 2018 guidance solely to reflect the
acquisition of BakerCorp. The new guidance includes $140 million of
total revenue, $40 million of adjusted EBITDA and $50 million of gross
capital spending, reflecting the anticipated impact of the acquisition
on the company's full-year results:

     
Prior Outlook   Current Outlook
Total revenue $7.5 billion to $7.7 billion $7.64 billion to $7.84 billion

Adjusted EBITDA1

$3.675 billion to $3.775 billion $3.715 billion to $3.815 billion
Net rental capital expenditures after gross purchases $1.25 billion to $1.35 billion, after gross purchases of $1.9
billion to $2.0 billion
$1.3 billion to $1.4 billion, after gross purchases of $1.95 billion
to $2.05 billion
Net cash provided by operating activities $2.675 billion to $2.825 billion $2.725 billion to $2.875 billion

Free cash flow2 (excluding the impact of merger and
restructuring related costs)

$1.3 billion to $1.4 billion $1.3 billion to $1.4 billion
 

_________________

1 Information reconciling forward-looking adjusted
EBITDA to the comparable GAAP financial measures is unavailable to
the company without unreasonable effort, as discussed below.

2 Free cash flow is a non-GAAP measure. See the Appendix
hereto for amounts and a reconciliation to the most comparable GAAP
measure.
 

Centerview Partners acted as financial advisor to United Rentals, and
Sullivan & Cromwell acted as legal advisor. Morgan Stanley acted as
financial advisor to BakerCorp, and Fried Frank acted as legal advisor.

Non-GAAP Measures

Free cash flow and adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA) are non-GAAP financial measures
as defined under the rules of the Securities and Exchange Commission.
Free cash flow represents net cash provided by operating activities less
purchases of, and plus proceeds from, equipment. The equipment purchases
and proceeds represent cash flows from investing activities. EBITDA
represents the sum of net income, provision for income taxes, interest
expense, net, depreciation of rental equipment and non-rental
depreciation and amortization. Adjusted EBITDA represents EBITDA plus
the sum of the merger related costs, restructuring charge, stock
compensation expense, net, and the impact of the fair value mark-up of
acquired fleet. The company believes that: (i) free cash flow provides
useful additional information concerning cash flow available to meet
future debt service obligations and working capital requirements; and
(ii) adjusted EBITDA provides useful information about operating
performance and period-over-period growth, and help investors gain an
understanding of the factors and trends affecting our ongoing cash
earnings, from which capital investments are made and debt is serviced.
However, neither of these measures should be considered as alternatives
to net income or cash flows from operating activities under GAAP as
indicators of operating performance or liquidity.

Information reconciling forward-looking adjusted EBITDA to GAAP
financial measures is unavailable to the company without unreasonable
effort. The company is not able to provide reconciliations of adjusted
EBITDA to GAAP financial measures because certain items required for
such reconciliations are outside of the company's control and/or cannot
be reasonably predicted, such as the provision for income taxes.
Preparation of such reconciliations would require a forward-looking
balance sheet, statement of income and statement of cash flow, prepared
in accordance with GAAP, and such forward-looking financial statements
are unavailable to the company without unreasonable effort. The company
provides a range for its adjusted EBITDA forecast that it believes will
be achieved, however it cannot accurately predict all the components of
the adjusted EBITDA calculation. The company provides an adjusted EBITDA
forecast because it believes that adjusted EBITDA, when viewed with the
company's results under GAAP, provides useful information for the
reasons noted above. However, adjusted EBITDA is not a measure of
financial performance or liquidity under GAAP and, accordingly, should
not be considered as an alternative to net income or cash flow from
operating activities as an indicator of operating performance or
liquidity.

BakerCorp's adjusted EBITDA is a non-GAAP financial measure as defined
under the rules of the Securities and Exchange Commission. United
Rentals believes that this non-GAAP financial measure provides useful
information about the proposed transaction; however, it should not be
considered as an alternative to GAAP net income. A reconciliation
between BakerCorp's net income (loss) and adjusted EBITDA, as well as
other financial data, is provided in the investor presentation available
on the company's website.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the
world, with an integrated network of 1,054 rental locations in North
America and 11 in Europe. The company's approximately 16,400 employees
serve construction and industrial customers, utilities, municipalities,
homeowners and others. The company offers approximately 4,200 classes of
equipment for rent with a total original cost of $12.4 billion. United
Rentals is a member of the Standard & Poor's 500 Index, the Barron's 400
Index and the Russell 3000 Index® and is headquartered in Stamford,
Conn. Additional information about United Rentals is available at unitedrentals.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release 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. Forward-looking statements involve significant 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, including any such
statement concerning the completion and anticipated benefits of the
proposed transaction, can be guaranteed, and actual results may differ
materially from those projected. United Rentals undertakes 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 SEC reports filed by United Rentals, as well as
the possibility that (1) problems may arise in successfully integrating
the businesses of United Rentals and BakerCorp, including, without
limitation, problems associated with the potential loss of any key
employees of BakerCorp; (2) the transaction may involve unexpected
costs, including, without limitation, the exposure to any unrecorded
liabilities or unidentified issues that we failed to discover during the
due diligence investigation of BakerCorp or that are not subject to
indemnification or reimbursement, as well as potential unfavorable
accounting treatment and unexpected increases in taxes; (3) our business
may suffer as a result of uncertainty surrounding the transaction, any
adverse effects on our ability to maintain relationships with customers,
employees and suppliers, or the inherent risk associated with entering a
geographic area or business; and (4) 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. United
Rentals gives 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 described in the "Risk
Factors" section of its 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 on the date hereof; and United
Rentals assumes no obligations to update or revise any such
forward-looking statements.

Appendix

UNITED RENTALS, INC.
FREE CASH FLOW GAAP RECONCILIATION
(In
millions)

We define "free cash flow" as net cash provided by operating activities
less purchases of, and plus proceeds from, equipment. The equipment
purchases and proceeds are included in cash flows from investing
activities. Management believes that free cash flow provides useful
additional information concerning cash flow available to meet future
debt service obligations and working capital requirements. However, free
cash flow is not a measure of financial performance or liquidity under
GAAP. Accordingly, free cash flow should not be considered an
alternative to net income or cash flow from operating activities as an
indicator of operating performance or liquidity.

The table below provides a reconciliation between 2018 forecasted net
cash provided by operating activities and free cash flow.

   
Net cash provided by operating activities $2,725- $2,875
Purchases of rental equipment $(1,950)-$(2,050)
Proceeds from sales of rental equipment $600-$700
Purchases of non-rental equipment, net of proceeds from sales and
insurance proceeds from damaged equipment
$(75)-$(125)
Free cash flow (excluding the impact of merger and restructuring
related payments)
$1,300- $1,400
 

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