- Current report filing (8-K)
October 26 2010 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
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):
October 26,
2010
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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001-14387
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06-1522496
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Delaware
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001-13663
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06-1493538
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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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 (
see
General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
On
October 26, 2010, United Rentals (North America), Inc. (URNA), the
wholly-owned subsidiary of United Rentals, Inc. (URI), completed an
offering of $750 million aggregate principal amount of its 8.375% Senior
Subordinated Notes due 2020 (the Notes).
The Notes were sold pursuant to URI and URNAs shelf registration
statements on Form S-3 (File Nos. 333-166214 and 160884) (collectively, the
Registration Statement) previously filed with the Securities and Exchange
Commission (the SEC) under the Securities Act of 1933, as amended, as
supplemented by the final prospectus supplement dated October 21, 2010 and filed
with the SEC on October 25, 2010.
The
Notes were issued pursuant to an indenture (the Indenture), dated as of October 26,
2010, among URNA, URI, certain domestic subsidiaries of URNA (the Subsidiary
Guarantors and, together with URI, the Guarantors) and The Bank of New York
Mellon, as trustee.
The
Notes mature on September 15, 2020 and bear interest at a rate of 8.375%
per year payable semi-annually in cash in arrears on March 15 and September 15
of each year, starting on March 15, 2011.
The
Notes are senior subordinated obligations of URNA and rank junior in right of
payment to all of URNAs existing and future senior indebtedness, including
URNAs borrowings under the senior secured asset-based revolving credit
facility (the ABL Facility), senior in right of payment to any future
indebtedness expressly subordinated to the Notes and equally in right of
payment with all of URNAs existing and future senior subordinated debt.
The
Notes are guaranteed on a senior subordinated basis by URI and the Subsidiary
Guarantors. The guarantees will be
senior subordinated obligations of the Guarantors and will rank junior in right
of payment to all of the Guarantors existing and future senior indebtedness,
including the Guarantors borrowings under the ABL Facility, senior in right of
payment to any future indebtedness expressly subordinated to the guarantees and
equally in right of payment with all of the Guarantors existing and future
senior subordinated indebtedness. The
Notes will not be guaranteed by URNAs foreign subsidiaries.
URNA
may redeem some or all of the Notes, at its option, at any time on or after September 15,
2015, at the following redemption prices, plus accrued and unpaid interest, if
any, to the applicable redemption date:
Year
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Redemption Price
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2015
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104.188
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%
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2016
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102.792
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%
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2017
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101.396
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%
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2018 and thereafter
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100.000
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%
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At
any time prior to September 15, 2015, URNA may redeem some or all of the
Notes at a price equal to 100% of the aggregate principal amount of the Notes
to be redeemed, plus a make-whole premium and accrued and unpaid interest, if
any, to the redemption date. In
addition, at any time prior to September 15, 2013, URNA may, at its
option, on one or more occasions,
1
redeem
up to 35% of the aggregate principal amount of the Notes with the net cash
proceeds of certain equity offerings at a price equal to 108.375% of the
aggregate principal amount of the Notes, plus accrued and unpaid interest, if
any, to the redemption date. Upon the occurrence of certain change of control
events, URNA must offer to repurchase the Notes at a price of 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest, if any,
to the purchase date.
The
Indenture governing the Notes contains certain covenants applicable to URNA and
its restricted subsidiaries, including limitations on: (1) indebtedness; (2) restricted
payments; (3) liens; (4) asset sales; (5) issuance of preferred
stock of restricted subsidiaries; (6) transactions with affiliates; (7) dividend
and other payment restrictions affecting restricted subsidiaries; (8) designations
of unrestricted subsidiaries; (9) additional subsidiary guarantees; and (10) mergers,
consolidations or sales of substantially all of its assets. Each of these covenants is subject to
important exceptions and qualifications.
The
Indenture provides for customary events of default, including the following
(subject to any applicable cure period):
nonpayment, breach of covenants in the Indenture, payment defaults under
or acceleration of certain other indebtedness, failure to discharge certain
judgments and certain events of bankruptcy, insolvency and reorganization. If
an event of default occurs or is continuing, the trustee or the holders of at
least 25% in aggregate principal amount of the Notes then outstanding may
declare the principal of, premium, if any, and accrued and unpaid interest, if
any, to be due and payable immediately.
The
description above is qualified in its entirety by the Indenture (including the Form of
Note for the Notes), which is filed as Exhibit 4.1 to this current report
on Form 8-K and is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information
set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item
8.01 Other Events.
In
connection with the Notes offering, on October 21, 2010, URNA, URI and the
subsidiaries of URNA named therein entered into an underwriting agreement with
Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and
Wells Fargo Securities, LLC, as representatives of the several underwriters
named therein, relating to the sale of the Notes (the Underwriting Agreement). A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1, and incorporated herein by reference.
Also
in connection with the offering, URI and URNA are filing legal opinions
regarding the validity of the Notes as Exhibits 5.1, 5.2 and 5.3 to this Form 8-K,
and are incorporated herein by reference.
2
Item
9.01 Financial Statements
and Exhibits.
URI
and URNA hereby incorporate Exhibits 1.1, 4.1, 5.1, 5.2, 5.3, 23.1, 23.2 and
23.3 into the Registration Statement.
Exhibits
Exhibit 1.1
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Underwriting
Agreement, dated October 21, 2010, among United Rentals (North America)
, Inc. (the Company), United Rentals, Inc., each of the Companys
subsidiaries named therein and Morgan Stanley & Co. Incorporated, Banc
of America Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several Underwriters named therein.
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Exhibit 4.1
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Indenture,
dated as of October 26, 2010, among the Company, United Rentals, Inc.,
the Companys subsidiaries named therein and The Bank of New York Mellon, as
Trustee (including the Form of Note).
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Exhibit 5.1
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Opinion
of Sullivan & Cromwell LLP
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Exhibit 5.2
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Opinion
of Haynes and Boone, LLP
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Exhibit 5.3
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Opinion
of K&L Gates LLP
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Exhibit 23.1
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Consent
of Sullivan & Cromwell LLP (included in Exhibit 5.1)
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Exhibit 23.2
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Consent
of Haynes and Boone, LLP (included in Exhibit 5.2)
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Exhibit 23.3
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Consent
of K&L Gates LLP (included in Exhibit 5.3)
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3
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.
Date: October 26, 2010.
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UNITED RENTALS, INC.
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By:
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/s/ Jonathan M. Gottsegen
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Name:
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Jonathan M. Gottsegen
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Title:
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Senior Vice President,
General
Counsel and Corporate Secretary
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UNITED RENTALS (NORTH
AMERICA), INC.
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By:
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/s/ Jonathan M. Gottsegen
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Name:
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Jonathan M. Gottsegen
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Title:
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Senior Vice President,
General
Counsel and Corporate Secretary
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4
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting
Agreement, dated October 21, 2010, among United Rentals (North America)
, Inc. (the Company), United Rentals, Inc., each of the Companys
subsidiaries named therein and Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several Underwriters named therein.
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4.1
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Indenture,
dated as of October 26, 2010, among the Company, United
Rentals, Inc., the Companys subsidiaries named therein and The Bank of
New York Mellon, as Trustee (including the Form of Note).
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5.1
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Opinion
of Sullivan & Cromwell LLP
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5.2
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Opinion
of Haynes and Boone, LLP
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5.3
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Opinion
of K&L Gates LLP
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23.1
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Consent
of Sullivan & Cromwell LLP (included in Exhibit 5.1)
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23.2
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Consent
of Haynes and Boone, LLP (included in Exhibit 5.2)
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23.3
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Consent
of K&L Gates LLP (included in Exhibit 5.3)
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5
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