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of counsel Philip Garon. (He is inMinneapolis.)United Rentals /RSC Holdings Inc.—D.M.United Rentals, Inc.,agreed to acquire rivalindustrial equipmentrental agency RSC HoldingsInc. on December 16. URI willassume $2.3 billion in RSC debtand pay $1.9 billion in cash andstock for the target’s equity.At $10.80 in cash and 0.2783URI shares for each RSC share,the deal came at a 58 percentpremium to the target’s closingprice of $11.37 on December 15.Shares of both companies haverisen significantly since then.Oak Hill Capital Partners,L.P., agreed to vote its 33.5percent stake in RSC for thedeal. Oak Hill and New Yorkprivate equity shop RipplewoodHoldings LLC bought RSC fromStockholm-based Atlas CopcoAB in 2006 and took the companypublic a year later. Ripplewoodhas sub sequently exitedthe investment.The RSC acquisition is URI’sfirst significant foray into theM&A market since CerberusCapital Management, L.P., paid$100 million to exit a $6.6 billionagreement to buy URI in 2007.The buyout was one of severalthat fell apart after financingmarkets collapsed that summer.URI overhauled its managementteam thereafter.The parties hope to close thedeal in the first half of the yearpending approvals from regulatorsand both sets of shareholdersFOR ACQUIROR UNITEDRENTALS, INC. (GREENWICH,CONNECTICUT)In-House: General counsel JonathanGottsegen, deputy general counselJoli Gross, directors–legal affairsDaniel Hewitt and Jeff Vona, anddirector–litigation and claims counsel torisk management Rita Castro.Sullivan & Cromwell: M&A: FrankAquila and George Sampas.Financing: John Estes and S. NealMcKnight. Tax: Ronald Creamer,Jr. Executive compensation andbenefits: Marc Trevino. Securities:Andrew Soussloff. Antitrust: StevenHolley. Intellectual property:Nader Mousavi. (All are in New Yorkexcept for Mousavi, who is in Palo Alto.)Sullivan & Cromwell began working forURI in 2008. Aquila knew Gottsegenpresentsfrom his work at Home Depot, Inc., andalso knew URI’s then newly appointedboard chair, Jenne Britell, from hertime as a board member at AamesInvestment Corp. Aquila took the leadon URI’s 2010 joint venture with FluorCorporation.FOR TARGET RSCHOLDINGS INC. (SCOTTSDALE,ARIZONA)In-House: General counsel KevinGroman and associate general counselJoseph Webb.Paul, Weiss, Rifkind, Wharton& Garrison: M&A: Ariel Deckelbaum,Justin Hamill, RobertSchumer, counsel Frances Mi,and associates Phillip Bongiorni,Ellen Ching, Noah Craven,Brian Darsow, Daniel Evans,Justin Fraterman, Takuyo Furukawa,Katherine Harp, RobertHilton, Joel Karansky, MartaKelly, Jason Koenig, StephanieMcKinnon, Jocelin Park, AdamShevell, Ramy Wahbeh, andPearl Yuan-Garg. Capital markets:Gregory Ezring and LawrenceWee. Finance: Eric Goodison. Tax:David Sicular and associate BrianGrieve. Executive compensation andemployee benefits: Robert Flederand associates Meghan Fox andRomica Singh. Litigation: DanielBeller, Joseph Simons, and associateJordan Feit. Antitrust: counselDidier Malaquin. Environmental:counsel William O’Brien. Realestate: associate Brandilyn Dumas.(All are in New York except for Simons,who is in Washington, D.C.) Paul, Weiss isOak Hill’s primary outside counsel. OakHill general counsel John Monsky is aformer Paul, Weiss associate.Debevoise & Plimpton: Finance:David Brittenham. M&A: JeffreyRosen. (Both are in New York.) Debevoiserepresented Oak Hill and New Yorkprivate equity shop Ripplewood on their2006 acquisition of RSC from StockholmbasedAtlas Copco, was issuer counselon RSC’s 2007 IPO, and has also donefinancing work for RSC.FOR 33 PERCENT RSC SHAREHOLDEROAK HILL CAPITAL PARTNERS, L.P.(NEW YORK)In-House: General counsel JohnMonsky.Weil, Gotshal & Manges: Corporate:Douglas Warner and associatesJoe Doyle and Frank Martire.(All are in New York.) Weil regularlyrepresents Oak Hill, whose associategeneral counsel Gardenia Cucci is aformer Weil associate. —D.M.Marcus is a reporter at The Deal. E-mail:dmarcus@thedeal.com.ONLINE April 19VIRTUALFORUMVisit the website at: www.virtualcorporatecounselforum.com