STAMFORD, Conn.--(BUSINESS WIRE)--United Rentals, Inc. (NYSE:URI) today announced that it has completed its previously announced acquisition of BakerCorp International Holdings, Inc.  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:

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.