UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 7, 2016

 

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (203) 618-7255

 

 

(Former name or former address if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01                                           Entry into a Material Definitive Agreement.

 

$750,000,000 aggregate principal amount of 5.50% Senior Notes due 2027

 

On November 7, 2016, United Rentals (North America), Inc. (“URNA”) completed an offering of $750 million aggregate principal amount of its 5.50% Senior Notes due 2027 (the “Notes”). The Notes were sold pursuant to United Rentals, Inc. (“URI”) and URNA’s shelf registration statement on Form S-3 (File No. 333-201927) (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 October 24, 2016 and filed with the SEC on October 25, 2016.

 

The Notes were issued pursuant to an indenture (the “Indenture”), dated as of November 7, 2016, 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 May 15, 2027 and bear interest at a rate of 5.50% per year payable semi-annually in cash in arrears on February 15 and August 15 of each year, except that the last payment of interest will be made on May 15, 2027. The first such interest payment will be made on February 15, 2017.

 

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 collateral securing such indebtedness and senior in right of payment to any of its 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 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 collateral securing such indebtedness and senior in right of payment to any of their 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 May 15, 2022, 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 May 15 of each of the years indicated below:

 

Year		Redemption Price
2022		102.75	%
2023		101.833	%
2024		100.917	%
2025 and thereafter		100.000	%

 

At any time prior to May 15, 2022, URNA may 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 May 15, 2020, URNA may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a price equal to 105.50% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50% of the aggregate principal amount of the Notes (excluding Notes held by URNA and its subsidiaries) remain outstanding immediately after such redemption. Upon the occurrence of certain change of control events, 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; (2) indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries. Each of these covenants is subject to important exceptions and qualifications. In addition, many of the restrictive covenants will not apply to URNA and its restricted subsidiaries during any period when the Notes are rated

 

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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 or the holders of at least 25% 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 immediately.

 

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 2.03.

 

Item 8.01                                           Other Events.

 

Underwriting Agreement

 

In connection with the Notes offering, on October 24, 2016, 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 reference.

 

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 reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

URI and URNA hereby incorporate Exhibits 1.1, 4.1, 5.1 and 23.1 into the Registration Statement.

 

Exhibits
Exhibit 1.1		Underwriting Agreement for the Notes, dated October 24, 2016, among URNA, URI, each of URNA’s subsidiaries named therein and Morgan Stanley & Co. LLC, as representative of the several Underwriters named therein.
Exhibit 4.1		Indenture for the Notes, dated as of November 7, 2016, among URNA, URI, each of URNA’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).
Exhibit 5.1		Opinion of Sullivan & Cromwell LLP relating to the Notes.
Exhibit 23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 7, 2016

 

	UNITED RENTALS, INC.
	By:	/s/ Craig A. Pintoff
	Name:	Craig A. Pintoff
	Title:	Senior Vice President and General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Craig A. Pintoff
	Name:	Craig A. Pintoff
	Title:	Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibits
Exhibit 1.1		Underwriting Agreement for the Notes, dated October 24, 2016, among URNA, URI, each of URNA’s subsidiaries named therein and Morgan Stanley & Co. LLC, as representative of the several Underwriters named therein.
Exhibit 4.1		Indenture for the Notes, dated as of November 7, 2016, among URNA, URI, each of URNA’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note).
Exhibit 5.1		Opinion of Sullivan & Cromwell LLP relating to the Notes.
Exhibit 23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

 

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