United Rentals, Inc. (NYSE: URI) ("URI”) today announced that it is
offering $150 million ($172.5 million if the underwriters’
over-allotment option is exercised in full) principal amount of
convertible senior unsecured notes due 2015, and its subsidiary, United
Rentals (North America), Inc. ("URNA”) is offering $400 million
principal amount of senior unsecured notes due 2019 in separate
registered public offerings.
The convertible senior notes offered by URI will rank equally with all
of its existing and future unsecured senior debt and effectively junior
to any existing and future debt of URNA and its subsidiaries as well as
to URI’s secured obligations, composed of its guarantee obligations in
respect of URNA’s and its subsidiaries’ outstanding borrowings under its
senior secured asset-based revolving credit facility (the "ABL
facility”) to the extent of the value of the collateral securing such
guarantee obligations. The senior notes offered by URNA will rank
equally with its existing and future unsecured senior debt, effectively
junior to any secured debt to the extent of the value of the collateral
securing such debt, including its borrowings under the ABL facility, and
effectively junior to the liabilities of its non-guarantor subsidiaries.
URNA’s obligations under these notes will be guaranteed on a senior
basis by URI and certain of URNA’s domestic subsidiaries.
URI intends to use the net proceeds from its convertible senior notes
offering, together with cash on hand, to redeem a portion of its 14%
Senior Notes due 2014 and will use cash on hand to pay the cost of the
convertible note hedge transactions that it intends to enter into in
connection with the sale of the convertible senior notes, as described
below. URNA intends to use the net proceeds from its senior notes
offering to purchase or retire outstanding senior unsecured
indebtedness, pay or prepay outstanding borrowings under its ABL
facility and for general corporate purposes. The completion of either
offering will not be contingent upon the completion of the other.
In connection with the convertible senior notes offering, URI intends to
enter into convertible note hedge transactions with one or more
counterparties, referred to as the option counterparties, which may
include one or more of the underwriters or their affiliates. The
convertible note hedge transactions are intended to reduce, subject to a
limit, the potential dilution with respect to URI’s common stock upon
conversion of the convertible senior notes. However, in the event the
market value of URI’s common stock exceeds a cap specified in the
convertible note hedge transactions, the settlement amount received from
such transactions will be reduced, and therefore, the reduction in
potential dilution will be limited. Each convertible note hedge
transaction is a separate hedge transaction entered into by URI with an
option counterparty.
In connection with establishing their initial hedge of these
transactions, the option counterparties have informed URI that they
expect to enter into various derivative transactions with respect to
URI's common stock concurrently with or shortly after the pricing of the
convertible senior notes. In addition, the option counterparties have
informed URI that they are likely to modify their hedge positions by
entering into or unwinding various derivative transactions with respect
to URI's common stock and/or by purchasing or selling shares of URI's
common stock or other of URI's securities (including the convertible
senior notes) in secondary market transactions during the term of the
convertible senior notes and prior to the maturity of the convertible
senior notes (and are likely to do so during any observation period
related to a conversion of convertible senior notes). This activity
could also cause or avoid an increase or a decrease in the market price
of URI's common stock or the convertible senior notes, which could
affect a noteholder's ability to convert the convertible senior notes
and, to the extent the activity occurs during any observation period
related to a conversion of convertible senior notes, it could affect the
number of shares and value of the consideration that a noteholder will
receive upon conversion of the convertible senior notes.
If the underwriters exercise their overallotment option to purchase
additional convertible senior notes, URI expects to enter into
additional convertible note hedge transactions.
BofA Merrill Lynch, Wells Fargo Securities and Morgan Stanley are the
joint book-running managers for both offerings, with BofA Merrill Lynch
as lead book-running manager for the URI convertible senior notes
offering and Wells Fargo Securities as lead book-running manager for the
URNA senior notes offering.
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.
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 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 URI convertible senior notes offering
may be obtained by contacting:
BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn:
Preliminary Prospectus Department, 866-500-5408 or via email at prospectus.requests@ml.com,
Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department, 866-718-1649 or via email at prospectus@morganstanley.com,
Wells Fargo Securities, 375 Park Avenue, New York, NY 10152, Attn:
Equity Syndicate Department, 800-326-5897 or via email at equity.syndicate@wachovia.com.
Copies of the preliminary prospectus supplement and accompanying
prospectus for the URNA senior notes offering may be obtained by
contacting:
Wells Fargo Securities, 301 South College Street, 6th Floor, Charlotte,
NC 28202, Attn: High Yield Syndicate, (704) 715-7035,
BofA Merrill Lynch, 100 West 33rd Street, 3rd Floor, New York, NY 10001,
Attn: Prospectus Department, 800-294-1322 or via email at dg.prospectus_distribution@bofasecurities.com,
Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department, 866-718-1649 or via email at prospectus@morganstanley.com.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in the
world, with an integrated network of 580 rental locations in 48 states,
10 Canadian provinces and Mexico. The company’s approximately 8,400
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers for rent
approximately 3,000 classes of equipment with a total original cost of
$3.8 billion. United Rentals is a member of the Standard & Poor’s MidCap
400 Index and the Russell 2000 Index® and is headquartered in
Greenwich, Conn.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements can 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 strategy or outlook. You are cautioned
that our business and operations are subject to a variety of risks and
uncertainties, many of which are beyond our control, and, consequently,
our 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 following: (1) on-going
decreases in North American construction and industrial activities,
which have significantly affected revenues and, because many of our
costs are fixed, our profitability, and which may further reduce demand
and prices for our products and services; (2) our highly leveraged
capital structure, which requires us to use a substantial portion of our
cash flow for debt service and can constrain our flexibility in
responding to unanticipated or adverse business conditions; (3)
noncompliance with financial or other covenants in our debt agreements,
which could result in our lenders terminating our credit facilities and
requiring us to repay outstanding borrowings; (4) inability to access
the capital that our businesses or growth plans may require; (5)
increases in our maintenance and replacement costs as we age our fleet,
and decreases in the residual value of our equipment; (6) inability to
sell our new or used fleet in the amounts, or at the prices, we expect;
(7) rates we can charge and time utilization we can achieve being less
than anticipated; and (8) costs we incur being more than anticipated,
and the inability to realize expected savings in the amounts or time
frames planned. For a fuller description of these and other possible
uncertainties, please refer to our Annual Report on Form 10-K for the
year ended December 31, 2008, as well as to our subsequent filings with
the SEC. Our 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.