United Rentals Announces Proposed Add-On Offering of $250 Million of 5.875% Senior Notes Due 2026 and $250 Million of 5.500% Senior Notes Due 2027
Stamford, CT - Feb 22, 2017
United Rentals, Inc. (NYSE: URI) (“United Rentals”) today announced that its subsidiary, United Rentals (North America), Inc. (“URNA”), is offering $250 million aggregate principal amount of its 5.875% Senior Notes due 2026 (the “Additional 2026 Notes”) and $250 million aggregate principal amount of its 5.500% Senior Notes due 2027 (the “Additional 2027 Notes”, and together with the Additional 2026 Notes, the “Additional Notes”) in a registered public offering. The Additional 2026 Notes will be part of the same series as the $750 million aggregate principal amount of 5.875% Senior Notes due 2026 issued by URNA on May 13, 2016. The Additional 2027 Notes will be part of the same series as the $750 million aggregate principal amount of 5.500% Senior Notes due 2027 issued by URNA on November 7, 2016.
The Additional 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, and
- senior in right of payment to any of URNA’s future subordinated indebtedness.
URNA’s obligations under the Additional Notes will be guaranteed on a senior unsecured basis by United Rentals and certain of URNA’s domestic subsidiaries.
Aggregate net proceeds from the sale of the Additional Notes are expected to be approximately $492 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 Additional Notes and additional borrowings of approximately $523 million under its senior secured asset-based revolving credit facility (the “ABL Facility”) to finance a portion of the $965 million purchase price for URNA’s previously announced pending acquisition of NES Rentals Holdings II, Inc., a large rental equipment company specializing in aerial equipment (the “NES Acquisition”), and to pay related fees and expenses. Pending the closing of the NES Acquisition, the net proceeds from the offering will be used to repay borrowing under the ABL Facility. URNA expects to then borrow under the ABL Facility to fund the NES Acquisition. In the event the NES Acquisition is not consummated, the net proceeds from the offering that were used to repay borrowing under the ABL Facility may be reborrowed for general corporate purposes.
Wells Fargo Securities, BofA Merrill Lynch, Morgan Stanley, Barclays, Citigroup, Deutsche Bank Securities, J.P. Morgan, MUFG and Scotiabank are the joint book-running managers for the offering, with Wells Fargo Securities serving as 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 supplements or the shelf registration statement or prospectus.
United Rentals 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 offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents United Rentals has filed with the SEC for more complete information about United Rentals and this offering. 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 offering may be obtained by contacting Wells Fargo Securities, LLC, Attention: Wells Fargo Securities Customer Service, 608 2nd Avenue, South Minneapolis, MN 55402, (800) 645-3751 or via email at email@example.com.
About United Rentals
United Rentals is the largest equipment rental company in the world. The company has an integrated network of 887 rental locations in 49 states and every Canadian province. The company’s approximately 12,500 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 3,200 classes of equipment for rent with a total original cost of $8.99 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.
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. These statements can generally be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. 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. Factors that could cause actual results to differ materially from those projected include, but are not limited to, the possibility that potential debt investors will not be receptive to the offering on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in the terms or availability of our credit facility; changes in our credit rating; changes in our cash requirements or financial position; changes in general market, economic, tax, regulatory or industry conditions that impact our ability or willingness to consummate the above-described transactions on the terms described above or at all; and our continued access to credit markets on favorable terms. For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016, as well as to our subsequent filings with the SEC. The forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.
Cell: (203) 399-8951