United Rentals, Inc. (NYSE:URI) entered into a definitive agreement to acquire Yak Access, LLC from Platinum Equity, LLC for approximately $1.2 billion on March 1, 2024. The consideration will be paid in Cash. The transaction structure provides for the potential for additional cash consideration to be paid to the seller, with a maximum payout of $50 million based on revenue attainment in the first two years after closing.

United Rentals expects to use a combination of new debt financing and existing capacity under its ABL facility to fund the transaction and related expenses. As of March 7, 2024, United Rentals announced that its subsidiary, United Rentals (North America), Inc. is offering $1.1 billion principal amount of senior unsecured notes due 2034 in a private offering to finance the transaction. For the year ended December 31, 2023, Yak generated $171 million of adjusted EBITDA on $353 million of adjusted revenue across over 40 U.S. states.

The purchase price represents a multiple of 6.4 times adjusted EBITDA for 2023, and an adjusted purchase multiple of 5.2 times, net of tax benefits and cost synergies. United Rentals expects the acquisition to be immediately accretive to earnings per share (EPS) and free cash flow (FCF) with an attractive return profile. The transaction is expected to close in the first quarter of 2024, subject to limited contractual conditions.

Sullivan & Cromwell LLP acted as United Rentals? legal advisor in the transaction. Aaron Suh, Jack Sheehan, Todd Hentges, James Loss, Gregory Hartker, and Randall McGeorge of Morgan, Lewis & Bockius LLP and Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal advisor to Platinum Equity, LLC.

Houlihan Lokey, Inc. (NYSE:HLI) and J.P. Morgan Securities LLC acted as a financial advisor to Platinum Equity, LLC.