Item 1.01 Entry into a Material Definitive Agreement.
$750,000,000 aggregate principal amount of 3.750% Senior Notes due 2032
On August 13, 2021, United Rentals (North America), Inc. ("URNA") completed an
offering of $750,000,000 aggregate principal amount of its 3.750% Senior Notes
due 2032 (the "Notes"). The Notes were sold pursuant to United Rentals, Inc.
("URI") and URNA's shelf registration statement on Form S-3 (File No.
333-258291) (the "Registration Statement") previously filed with the Securities
and Exchange Commission (the "SEC") under the Securities Act as supplemented by
the final prospectus supplement, dated as of July 30, 2021, and filed with the
SEC on August 2, 2021.
The Notes were issued pursuant to an indenture, dated as of August 13, 2021 (the
"Indenture"), among URNA, URI, certain domestic subsidiaries of URNA (the
"Subsidiary Guarantors" and, together with URI, the "Guarantors"), and Wells
Fargo Bank, National Association, as trustee.
The Notes mature on January 15, 2032 and bear interest at a rate of 3.750% per
year payable semi-annually in cash in arrears on January 15 and July 15 of each
year. The first such interest payment will be made on January 15, 2022.
The Notes are senior obligations of URNA and rank equally with all of its
existing and future senior indebtedness, effectively junior to any of its
existing and future secured indebtedness to the extent of the value of the
assets securing such indebtedness and senior in right of payment to any of its
existing and future subordinated indebtedness.
The Notes are guaranteed on a senior basis by the Guarantors. The guarantees are
senior obligations of the Guarantors and rank equally in right of payment with
all of their existing and future senior indebtedness, effectively junior to any
of their existing and future secured indebtedness to the extent of the value of
the assets securing such indebtedness and senior in right of payment to any of
their existing and future subordinated indebtedness. The Notes are not
guaranteed by URNA's foreign subsidiaries or unrestricted subsidiaries.
URNA may redeem some or all of the Notes, at its option, at any time on or after
July 15, 2026, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on July 15
of each of the years indicated below:
Year Redemption Price
2026 101.875 %
2027 101.250 %
2028 100.625 %
2029 and thereafter 100.000 %
At any time prior to July 15, 2026, URNA may, at its option, redeem some or all
of the Notes at a price equal to 100% of the aggregate principal amount of the
Notes to be redeemed, plus a "make-whole" premium and accrued and unpaid
interest, if any, to the redemption date. In addition, at any time on or prior
to July 30, 2024, URNA may, at its option, on one or more occasions, redeem up
to 40.0% of the aggregate principal amount of the Notes with the net cash
proceeds of certain equity offerings at a price equal to 103.750% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest,
if any, to the redemption date. Upon the occurrence of certain change of control
events during a period when the change of control offer to purchase provisions
under the Indenture apply, URNA must offer to repurchase the Notes at a price of
101% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to the purchase date.
The Indenture governing the Notes contains certain covenants applicable to URNA
and its restricted subsidiaries, including limitations on: (1) liens and
(2) mergers, consolidations and sale of assets. The Indenture governing the
Notes also contains requirements relating to additional subsidiary guarantors.
Each of these covenants is subject to important exceptions and qualifications.
In addition, the requirements to provide subsidiary guarantees and to make an
offer to repurchase the notes upon the occurrence of a change of control will
not apply to URNA and its restricted subsidiaries during any period when the
Notes are rated investment grade by both Standard & Poor's Ratings Services and
Moody's Investors Service, Inc., or, in certain circumstances, another rating
agency selected by URNA, provided at such time no default under the Indenture
has occurred and is continuing.
The Indenture provides for customary events of default, including the following
(subject to any applicable cure period): nonpayment, breach of covenants in the
Indenture, payment defaults under or acceleration of certain other indebtedness,
failure to discharge certain judgments and certain events of bankruptcy,
insolvency and reorganization. If an event of default occurs or is continuing,
the trustee, acting at the direction of holders of at least 30% in aggregate
principal amount of the Notes then outstanding, may declare the principal of,
premium, if any, and accrued and unpaid interest, if any, to be due and payable
The description above is qualified in its entirety by the Indenture (including
the Form of Note for the Notes), which is filed as Exhibit 4.1 to this current
report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Information set forth in Item 1.01 above is incorporated by reference into this
Item 8.01 Other Events.
In connection with the Notes offering, on July 30, 2021, URNA and the Guarantors
entered into an underwriting agreement with Morgan Stanley & Co. LLC, as
representative of the several underwriters named therein, relating to the sale
of the Notes (the "Underwriting Agreement"). A copy of the Underwriting
Agreement is attached hereto as Exhibit 1.1, and is incorporated herein by
Also in connection with the Notes offering, URI and URNA are filing an opinion
of their outside counsel, Sullivan & Cromwell LLP, regarding the validity of the
Notes as Exhibit 5.1 to this Form 8-K, which is incorporated herein by
Item 9.01 Financial Statements and Exhibits.
URI and URNA hereby incorporate Exhibits 1.1, 4.1, 5.1 and 23.1 into the
Exhibit Underwriting Agreement for the Notes, dated as of July 30, 2021,
1.1 among URNA, URI, each of URNA's subsidiaries named therein and Morgan
Stanley & Co. LLC, as representative of the several Underwriters named
Exhibit Indenture for the Notes, dated as of August 13, 2021, among URNA,
4.1 URI, each of URNA's subsidiaries named therein and Wells Fargo Bank,
National Association, as Trustee (including the Form of Note for the
Exhibit Opinion of Sullivan & Cromwell LLP relating to the Notes.
Exhibit Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
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