United Rentals Announces Offering of $1,550 million Senior Unsecured Notes and $650 million Senior Secured Notes
February 21 2012 - 7:29AM
Business Wire
United Rentals, Inc. (NYSE: URI) today announced that its
subsidiary, UR Financing Escrow Corporation (“UR Financing”) is
offering $1,550 million aggregate principal amount of senior
unsecured notes and $650 million aggregate principal amount of
senior secured notes, in each case to qualified institutional
buyers in accordance with Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”) and outside the United
States in accordance with Regulation S under the Securities
Act.
The gross proceeds from the notes offerings will be placed into
escrow pending the consummation of the merger transaction with RSC
Holdings Inc. (“RSC”) announced on December 16, 2011. Following
release of the proceeds of the offerings from escrow, the company
intends to use the net proceeds from the offerings to pay the cash
consideration to be paid in the merger transaction, to refinance
RSC’s existing senior secured indebtedness and to pay related fees
and expenses.
If the escrow conditions are not satisfied on or prior to
September 15, 2012, or the company provides notice of the
occurrence of certain events to the escrow agent prior to September
15, 2012, UR Financing will be required to redeem the notes in full
from the holders of notes at a price equal to 100% of the issue
price of the notes, plus accrued and unpaid interest, if any, to,
but excluding, the date of redemption.
This notice does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the
securities will be made only by means of private offering
memoranda. The notes have not been registered under the Securities
Act, or the securities laws of any other jurisdiction, and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Participants in Solicitation
United Rentals, RSC and their respective directors and executive
officers and certain members of management and employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of United Rentals and RSC in connection with the
proposed merger of United Rentals and RSC. Information about the
directors and executive officers of United Rentals and their
ownership of United Rentals common stock is set forth in the proxy
statement for the United Rentals 2011 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on March 31,
2011. Information about the directors and executive officers of RSC
and their ownership of RSC common stock is set forth in the proxy
statement for the RSC 2011 annual meeting of stockholders, as filed
with the SEC on Schedule 14A on March 16, 2011. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed merger may
be obtained by reading the joint proxy statement/prospectus
regarding the proposed merger.
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