United Rentals, Inc. (NYSE:URI) today announced that its subsidiary, United Rentals (North America), Inc. (“URNA”), is offering $750 million principal amount of Senior Notes due 2025 (the “2025 Notes”) and $750 million principal amount of 4.875% Senior Notes due 2028 (the “2028 Notes” and together with the 2025 Notes, the “Notes”) in a registered public offering. The 2028 notes will have terms that are substantially identical to those of URNA’s 4.875% Senior Notes due 2028 issued on August 11, 2017 (the “Existing 2028 Notes”), other than the issue date, the issue price and the mandatory redemption provisions applicable to the 2028 Notes described below relating to URI’s planned acquisition of Neff Corporation (the “Neff Acquisition”), but will be issued under a separate indenture.
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, 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 United Rentals, Inc. and certain of URNA’s domestic subsidiaries.
Aggregate net proceeds from the sale of the Notes are expected to be approximately $1.48 billion 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 $1.3 billion purchase price for the Neff Acquisition, and to pay related fees and expenses. Pending the closing of the Neff Acquisition, the net proceeds from the offering of the Notes will be used to repay 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 the purchase price of the Neff Acquisition.
If (i) the Neff Acquisition is not consummated on or before August 16, 2018 (the “Acquisition Deadline”), (ii) URI has determined that the Neff 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 Neff 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. Promptly following the closing of the Neff Acquisition, URNA intends to use its commercially reasonable efforts to conduct a registered exchange offer for the 2028 Notes. In the exchange offer, URNA plans to offer to holders of the 2028 Notes the opportunity to exchange their 2028 Notes for additional Existing 2028 Notes that will be issued under the indenture governing the Existing 2028 Notes.
Morgan Stanley, Barclays, BofA Merrill Lynch, Citigroup, Deutsche Bank Securities, J.P. Morgan, MUFG, Scotiabank and Wells Fargo Securities are the joint book-running managers for the offerings, with Morgan Stanley 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 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 Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by emailing firstname.lastname@example.org or by calling +1-866-718-1649.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 960 rental locations in 49 states and every Canadian province. The company’s approximately 13,700 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 3,300 classes of equipment for rent with a total original cost of $10.3 billion. United Rentals, Inc. 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, Inc. 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 affect actual results include but are not limited to the possibility that potential debt investors will not be receptive to the offerings 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 (including the Neff Acquisition) 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.