United Rentals Inc /De - Current report filing (8-K)
January 11 2008 - 8:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 10, 2008
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact
name of Registrants as Specified in their Charters)
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Delaware
Delaware
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001-14387
001-13663
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06-1522496
06-1493538
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(States or Other Jurisdiction
of Incorporation)
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(Commission file Numbers)
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(IRS Employer
Identification Nos.)
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Five Greenwich Office Park, Greenwich, CT
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
(203) 622-3131
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Forward Looking Statements
Certain
statements contained in the Release and/or the Presentation (as defined below)
are forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements can generally be identified by words such as believes, expects,
plans, intends, projects, forecasts, may, will,
should, on
track or anticipates, or the negative thereof or comparable terminology, or
by discussions of vision, strategy or outlook. Our businesses and operations
are subject to a variety of risks and uncertainties, many of which are beyond
our control, and, consequently, actual results may differ materially from those
projected by any forward-looking statements.
Factors
that could cause actual results to differ from those projected include, but are
not limited to, the following: (1) weaker or unfavorable economic or industry
conditions can reduce demand and prices for our products and services, (2) non-residential
construction spending, or governmental funding for infrastructure and other
construction projects, may not reach expected levels, (3) we may not always
have access to capital at desirable rates for our businesses or growth plans,
(4) any companies we acquire could have undiscovered liabilities, may strain
our management capabilities or may be difficult to integrate, (5) rates we can
charge and time utilization we can achieve may be less than anticipated,(6)
costs we incur may be more than anticipated, including by having expected
savings not be realized in the amounts or time frames we have planned, (7)
competition in our industry for talented employees is intense, which can affect
our employee costs and retention rates, (8) we have (and the ability to incur
additional) significant leverage, 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, (9) we are subject
to an ongoing inquiry by the SEC, and there can be no assurance as to its
outcome or any other potential consequences thereof for us, (10) we are subject
to
purported class action lawsuits and derivative actions filed in light of the
SEC inquiry and additional purported class action lawsuits relating to the
terminated merger transaction with Cerberus affiliates, and there can be no
assurance as to their outcome or any other potential consequences thereof for
us and (11) we may incur additional
significant costs and expenses (including indemnification obligations) in
connection with the SEC inquiry, the purported class action lawsuits and
derivative actions referenced above, the U.S. Attorneys office inquiry, or
other litigation, regulatory or investigatory matters related to the foregoing
or otherwise. 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, 2006, as well as to our subsequent filings with the
SEC. Our forward-looking statements contained in the Release and the
Presentation speak only as of the respective dates thereof, 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.
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Item 2.02.
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Results of Operations and Financial
Condition.
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On
January 10, 2008, we issued a press release (the Release) to provide guidance
as to our expected full year 2007 earnings and other financial results, as well
as our preliminary financial outlook for 2008. A copy of the Release is being
furnished with this report as Exhibit 99.1.
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Item 7.01.
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Regulation FD Disclosure.
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Information
concerning our business and financial results that we expect to use at certain
investor meetings and presentations beginning Friday, January 11, 2008 (the
Presentation) can currently be accessed on our website,
www.unitedrentals.com
. The Presentation will be maintained on our website for at
least the period of its use at such meetings and presentations or until
superseded by more current information.
The
Presentation includes certain financial measures, free cash flow and EBITDA,
that are non-GAAP financial measures as defined under the rules of the SEC.
Free cash flow represents net cash provided by operating activities, less
purchases of rental and non-rental equipment plus proceeds from sales of rental
and non-rental equipment and excess tax benefits from share-based payment arrangements.
EBITDA represents the sum of income from continuing operations before provision
for income taxes, interest expense, net, interest expense-subordinated
convertible debentures, depreciation-rental equipment and non-rental
depreciation and amortization. The Presentation includes a reconciliation of
these non-GAAP financial measures to their nearest GAAP financial measures.
Management believes that free cash flow provides useful additional information
concerning cash flow available to meet future debt service obligations and
working capital requirements and EBITDA provides an enhanced perspective of our
operating performance. However, neither of these measures should be considered
an alternative to net income or cash flows from operating activities under GAAP
as indicators of operating performance or liquidity. Information reconciling
forward-looking free cash flow and EBITDA expectations to a GAAP financial
measure is unavailable to us without unreasonable effort.
On January 7, 2008, we
terminated interest rate swap agreements
with respect to an aggregate $1.2 billion of
the
outstanding debt
of our
United Rentals (North America), Inc. (URNA) subsidiary
.
The effect of the interest rate swaps
was
to convert $1.2 billion of URNAs
fixed rate notes to floating rate instruments. The fixed
rate notes that were subject to interest rate swap agreements consisted of (i)
$445
million
of
URNAs
6 ½
% Senior
Notes
due
2012, (ii) $375
million
of
URNAs
7
%Senior
Subordinated
Notes
due
2014, and (iii) $375
million
of
URNAs
7 ¾
% Senior Subordinated
Notes
due
2013.
In connection with the terminations,
we
paid a total cost of $3,860,000
,
including accrued interest.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press
release of United Rentals, Inc., dated January 10, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized on this 10th day of January, 2008.
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UNITED
RENTALS, INC.
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By:
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/s/ Roger E.
Schwed
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Name:
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Roger E.
Schwed
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Title:
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General
Counsel
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UNITED
RENTALS (NORTH AMERICA), INC.
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By:
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/s/ Roger E.
Schwed
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Name:
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Roger E.
Schwed
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Title:
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General
Counsel
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3
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