United Rentals, Inc. (NYSE: URI) ("URI”) today announced that it has
priced an offering of $150 million principal amount of 4.00% convertible
senior unsecured notes due 2015, and its subsidiary, United Rentals
(North America), Inc. ("URNA”) has priced an offering of $500 million
principal amount of 9.25% senior unsecured notes due 2019. The
convertible senior notes will be convertible under certain circumstances
and during certain periods at an initial conversion rate of 89.9888
shares of URI common stock per $1,000 principal amount of convertible
senior notes, representing an initial conversion price of approximately
$11.11 per share of URI common stock, which is equal to an approximately
25% conversion premium over the $8.89 closing price of URI’s common
stock on the New York Stock Exchange on November 10, 2009. URI has also
granted the underwriters an option to purchase up to an additional $22.5
million principal amount of the convertible senior notes on the same
terms and conditions to cover over-allotments, if any. URNA had
previously announced a proposed offering of $400 million principal
amount of senior notes and the offering size was increased to $500
million based on market demand. The offerings were made pursuant to URI
and URNA’s shelf registration statement filed with the Securities and
Exchange Commission.
Net proceeds from the sale of the convertible senior notes of URI, after
underwriting discounts and commissions, but before fees and expenses,
will be approximately $146 million (or approximately $167 million if the
over-allotment option is exercised in full) and net proceeds from the
sale of the senior notes of URNA, after underwriting discounts and
commissions, but before fees and expenses, will be approximately $481
million. URNA’s obligations under its senior notes will be guaranteed on
a senior basis by URI and certain of URNA’s domestic subsidiaries. URI
and URNA expect the offerings to close on November 17, 2009, subject to
customary closing conditions.
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.
In connection with the convertible senior notes offering, URI entered
into convertible note hedge transactions with one or more
counterparties, referred to as the option counterparties, which 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. The effect of the note hedge transactions,
from URI's perspective, is to increase the effective conversion price to
approximately $15.56 per share, equal to an approximately 75% premium
over the $8.89 closing price of URI's common stock on the New York Stock
Exchange on November 10, 2009. However, in the event the market value of
URI’s common stock exceeds approximately $15.56 per share, the
settlement amount received from such transactions will only partially
offset the potential dilution. 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 have
entered or 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 with the U.S. Securities and
Exchange Commission (SEC) for the offerings to which this communication
relates. Final prospectus supplements relating to the offerings will be
filed with the SEC. You may get these documents for free by visiting
EDGAR on the SEC’s website at http://www.sec.gov.
Alternatively, copies of the final prospectus supplement and the
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 final 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.