- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
November 12 2009 - 6:02AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Free Writing Prospectus dated November 10,
2009
Registration Statement No. 333-160884
UNITED RENTALS, INC.
Pricing Term Sheet November 10, 2009
$150,000,000 4.00% Convertible Senior Notes due 2015
The following information, filed pursuant to Rule 433,
supplements the Preliminary Prospectus Supplement dated November 9, 2009, to
the accompanying Prospectus dated November 2, 2009, filed as part of
Registration Statement No. 333-160884
Issuer:
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United Rentals, Inc. (the Issuer)
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Title of Securities:
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4.00% Convertible Senior Notes due 2015 (the
Notes)
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Face (Principal Amount):
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$150,000,000
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Over-allotment Option:
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$22,500,000
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Gross Proceeds:
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$150,000,000
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Net Proceeds (before expenses):
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$145,500,000
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Maturity:
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November 15, 2015, unless earlier converted or
repurchased
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Offer Price:
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100%, plus accrued interest, if any, from
November 17, 2009
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Coupon:
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4.00%
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Interest Payment Dates:
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May 15 and November 15
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First Interest Payment Date:
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May 15, 2010
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Reference Price:
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$8.89, the last reported sale price for the Issuers
common stock on the NYSE on November 10, 2009
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Conversion Premium:
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Approximately 25.0% over the Reference Price
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Initial Conversion Price:
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Approximately $11.11 per share of common stock,
subject to adjustment
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Conversion Rate:
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89.9888 shares of common stock per $1,000 principal
amount of Notes, subject to adjustment
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Trade Date:
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November 10, 2009
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Settlement Date:
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November 17, 2009 (T +
4)
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CUSIP/ISIN Numbers:
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911363 AL3 / US911363AL38
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Bookrunners:
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan
Stanley & Co. Incorporated
Wells Fargo
Securities, LLC
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Co-Managers:
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Barclays Capital Inc.
Calyon Securities
(USA) Inc.
Scotia Capital
(USA) Inc.
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Purchase of Convertible Note Hedge:
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In connection with the offering of the Notes, the
Issuer entered into convertible note hedge transactions with one or more
counterparties (which may include the underwriters or affiliates thereof)
(such counterparties or affiliates, the option counterparties). The
convertible note hedge transactions cover, subject to anti-dilution
adjustments
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1
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substantially similar to those in the Notes, 13,498,320
shares of the Issuers common stock. If the underwriters exercise their
overallotment option to purchase additional Notes, the Issuer expects to use
cash on hand to enter into additional convertible note hedge transactions
with the option counterparties.
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2
Adjustment to Shares Delivered upon Conversion
in Connection with a Make-Whole Fundamental Change:
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The following table sets forth the adjustments to
the conversion rate, expressed as a number of additional shares to be
received per $1,000 in principal amount of the Notes, in connection with a
make-whole fundamental change (as defined in the Preliminary Prospectus
Supplement):
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Stock
Price
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Effective
Date
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$8.89
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$10.00
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$11.00
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$12.50
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$15.00
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$17.50
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$20.00
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$25.00
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$30.00
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$35.00
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$40.00
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$45.00
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$50.00
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November 17,
2009
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22.4971
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18.7213
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16.2525
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13.5795
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10.6807
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8.8922
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7.6100
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5.6187
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4.3059
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3.4900
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2.8699
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2.3888
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2.0051
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November 15,
2010
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22.4971
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17.5976
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15.0147
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12.3113
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9.5154
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7.8563
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6.7102
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5.1652
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4.1354
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3.4043
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2.8573
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2.1620
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1.8273
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November 15,
2011
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22.4971
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16.4779
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13.6849
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10.8953
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8.1947
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6.7254
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5.5786
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4.2392
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3.3705
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2.7547
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2.2937
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1.9351
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1.6495
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November 15,
2012
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22.4971
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15.2910
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12.1657
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9.2199
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6.6349
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5.2597
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4.4474
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3.3848
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2.7004
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2.2146
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1.8505
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1.5670
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1.3406
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November 15,
2013
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22.4971
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13.9757
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10.3325
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7.1521
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4.7544
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3.7156
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3.1261
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2.3880
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1.9106
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1.5706
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1.3156
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1.1171
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0.9585
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November 15,
2014
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22.4971
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11.8351
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7.5021
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4.2345
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2.4521
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1.9244
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1.6383
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1.2627
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1.0138
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0.8360
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0.7029
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0.5990
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0.5160
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November 15,
2015
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22.4971
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10.0111
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0.9202
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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The exact stock prices and effective dates may not be set forth in the
table above, in which case:
·
If the stock price is between two stock prices in the table or the effective
date is between two dates in the table, the number of additional shares will be
determined by a straight-line interpolation between the number of additional
shares set forth for the higher and lower stock prices and the earlier and
later effective dates, as applicable, based on a 365-day year.
·
If the stock price is greater than $50.00 per share, subject to
adjustment as of any date on which the conversion rate of the notes is
otherwise adjusted, no additional shares will be added to the conversion rate.
·
If the stock price is less than $8.89 per share, subject to adjustment
as of any date on which the conversion rate of the notes is otherwise adjusted,
no additional shares will be added to the conversion rate.
Notwithstanding the foregoing, in no event will the conversion rate exceed
112.4859 shares of common stock per $1,000 in principal amount of Notes,
subject to adjustment from time to time as set forth in the Preliminary Prospectus
Supplement.
The Issuer has
previously filed a registration statement (including a prospectus and the
related preliminary prospectus supplement) on Form S-3 with the Securities
and Exchange Commission (the SEC) for the offering to which this
communication relates, which registration statement became effective on November 2,
2009. Before you invest, you should read
the preliminary prospectus supplement to the prospectus in that registration
statement and the other documents the Issuer has filed with the SEC for more
complete information about the Issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at
www.sec.gov
. Alternatively, a copy of the prospectus
supplement relating to this offering may also be obtained by calling BofA
Merrill Lynch at 866-500-5408, contacting
Morgan Stanley at 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department, 866-718-1649 or via email at prospectus@morganstanley.com,
or contacting Wells Fargo
Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity
Syndicate Department, 800-326-5897 or via email at
equity.syndicate@wachovia.com.
3
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