United Rentals Announces Completed Offering
March 09 2012 - 12:02PM
Business Wire
United Rentals, Inc. (NYSE: URI) today announced that its
subsidiary, UR Financing Escrow Corporation, has completed
offerings of $1,325 million aggregate principal amount of its
7.625% senior unsecured notes due 2022, $750 million aggregate
principal amount of its 7.375% senior unsecured notes due 2020 and
$750 million aggregate principal amount of its 5.75% senior secured
notes due 2018. Each series was sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act
of 1933, as amended, and outside the United States in accordance
with Regulation S under the Securities Act.
Upon consummation of United Rentals’ merger transaction with RSC
Holdings Inc., announced on December 16, 2011, the senior unsecured
notes and the senior secured notes will be assumed by the company’s
subsidiary UR Merger Sub Corporation. The senior unsecured notes
will be unsecured obligations of UR Merger Sub and will be
guaranteed on a senior basis by the parent company and, subject to
limited exceptions, current and future domestic subsidiaries of UR
Merger Sub. The senior secured notes will be secured obligations of
UR Merger Sub, guaranteed on a senior basis by the parent company
and, subject to limited exceptions, current and future domestic
subsidiaries of UR Merger Sub. The senior secured notes will be
secured on a second-priority basis by liens on the assets of UR
Merger Sub and the guarantors that secure the obligations under the
company’s existing senior secured asset-based revolving credit
facility and any other first-lien debt, subject to certain limited
exceptions.
The gross proceeds from the sale of the notes have been placed
into separate escrow accounts, together with contributions from
United Rentals (North America), Inc. (“URNA”), a wholly owned
subsidiary of United Rentals, sufficient to pay for any escrow fees
and interest on the notes through April 25, 2012. URNA has also
agreed to continue to deposit such amounts on a monthly basis until
the escrowed funds are released, as described below. Following
release of the proceeds of the offerings from escrow upon
consummation of the merger, UR Merger Sub will use the net proceeds
from the offerings to pay the cash consideration for the merger
transaction, to repay certain indebtedness of RSC Holdings,
including RSC Holdings’ senior secured asset-based revolving credit
facility, 10% senior secured notes due 2017 and 9.5% senior notes
due 2014, to repay borrowings under the company’s senior secured
asset-based revolving credit facility, and to pay fees and
expenses.
If the escrow conditions, including consummation of the merger,
are not satisfied on or prior to September 15, 2012, or URNA
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 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. 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 Holdings 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 Holdings in
connection with the proposed merger of United Rentals and RSC
Holdings. 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 Holdings and their ownership of RSC
Holdings common stock is set forth in the proxy statement for the
RSC Holdings 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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