United Rentals Announces Pricing of Offering of $1.1 Billion
of Senior Notes due 2026
STAMFORD, Conn. – October 24, 2018 – UnitedRentals, Inc. (NYSE: URI) (“URI”) today announced that its subsidiary, United Rentals (North America), Inc. (“URNA”), has priced an offering of $1.1 billion principal amount of 6.500% Senior Notes due 2026 (the “Notes”) in a registered public offering.
The Notes offered by URNA will rank:
• equally in right of payment with all of URNA’s existing and future senior indebtedness,
• effectively junior to any of URNA’s 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 URNA’s existing and future subordinated indebtedness.
URNA’s obligations under the Notes will be guaranteed on a senior unsecured basis by URI and certain of URNA’s domestic subsidiaries.
Aggregate net proceeds from the sale of the Notes are expected to be approximately $1,087 million after underwriting discounts and commissions and payments of estimated fees and expenses. URNA intends to use the net proceeds from its offering of the Notes to finance a portion of the approximately $2.1 billion purchase price for the planned acquisition of Vander Holding Corporation and its subsidiaries (the “BlueLine Acquisition”), and to pay related fees and expenses. Pending the closing of the BlueLine Acquisition, the net proceeds from the offering of the Notes will be used to reduce borrowings under URNA’s senior secured asset-based revolving credit facility (the “ABL Facility”). URNA expects to then borrow under the ABL Facility to fund a portion of the purchase price of the BlueLine Acquisition.
If (i) the BlueLine Acquisition is not consummated on or before May 29, 2019 (the “Acquisition Deadline”), (ii) URI has determined that the BlueLine Acquisition will not be consummated on or before the Acquisition Deadline and gives the trustee for the Notes a written notice to that effect, or (iii) the merger agreement entered into in connection with the BlueLine Acquisition is terminated in accordance with its terms or by agreement of the parties thereto, URNA will be required to redeem the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.
Wells Fargo Securities, Barclays, BofA Merrill Lynch, Citigroup, Deutsche Bank Securities, J.P. Morgan, Morgan Stanley, MUFG and Scotiabank are the joint book-running managers for the offering, with Wells Fargo Securities serving as the lead book-running manager.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus.
URI has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (“SEC”) for the offerings to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents URI has filed with the SEC for more complete information about URI and these offerings. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus for the offerings may be obtained by contacting Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202; Email: wfs[email protected], Attention: WFS Customer Service.
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. URI undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. URI gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements.
You should carefully consider risks and uncertainties that affect the businesses of URI described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. All forward-looking statements included in this document are based upon information available to URI on the date hereof; and URI assumes no obligations to update or revise any such forward-looking statements.
About United Rentals
URI is the largest equipment rental company in the world. The company has an integrated network of 1,075 rental locations in North America and 11 in Europe. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 16,700 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 3,800 classes of equipment for rent with a total original cost of $12.90 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.
Cell: (203) 399-8951