8-K

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):  February 24, 2012

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Five Greenwich Office Park
Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (203) 622-3131

(Former name or former address if changed since last report.)

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:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure

On February 24, 2012, United Rentals, Inc. (the “Company” or “United Rentals”) announced that its subsidiary, UR Financing Escrow Corporation (“UR Financing”), priced offerings of senior unsecured notes and senior secured notes 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 Company had previously announced a proposed offering of an aggregate amount of $1,550 million of senior unsecured notes and an aggregate amount of $650 million of senior secured notes and the aggregate offering size was increased to an aggregate amount of $2,075 million of senior unsecured notes and an aggregate amount of $750 million of senior secured notes. In the offering documents distributed to potential investors in connection with the offerings, the Company disclosed the following information:

Use of Proceeds

A copy of United Rentals’ use of proceeds disclosures related to the notes offerings and the acquisition of RSC Holdings Inc. (“RSC Holdings”) is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Capitalization

A copy of United Rentals’ supplemental pro forma capitalization disclosures related to the notes offerings and the acquisition of RSC Holdings is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

Item 8.01.             Other Events

On February 24, 2012, United Rentals issued a press release announcing that its subsidiary, UR Financing, priced 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 of notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act.

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.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein and filed for the purpose of complying with Rule 135c under the Securities Act.

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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Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to United Rentals or RSC Holdings, the management of either such company or the Merger or related transactions, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. All forward-looking statements included in this document are based upon information available to United Rentals and RSC Holdings on the date hereof, and neither United Rentals nor RSC Holdings assumes any obligation to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents United Rentals and RSC Holdings have filed with the U.S. Securities and Exchange Commission (“SEC”) as well as the possibility that (1) United Rentals and RSC Holdings may be unable to obtain stockholder or regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and RSC Holdings; (4) the proposed transaction may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed transaction; and (6) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and RSC Holdings. Neither United Rentals nor RSC Holdings gives any assurance that it will achieve its expectations or assumes any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and RSC Holdings described in the “Risk Factors” sections of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the Securities and Exchange Commission.

Item 9.01.             Financial Statements and Exhibits.

99.1              Press Release of United Rentals, Inc dated February 24, 2012.

99.2              Use of Proceeds Disclosure

99.3              Pro Forma Capitalization Table

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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.

Date: February 24, 2012

UNITED RENTALS, INC.
By:	/s/ Jonathan M. Gottsegen
	Name:	Jonathan M. Gottsegen
	Title:	Senior Vice President, General Counsel and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Jonathan M. Gottsegen
	Name:	Jonathan M. Gottsegen
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of United Rentals, Inc.
99.2	Use of Proceeds Disclosure
99.3	Pro Forma Capitalization Table

5

EX-99.1

EXHIBIT 99.1

United Rentals Announces Pricing of $2,075 million Senior Unsecured Notes and $750 million Senior Secured Notes

GREENWICH, Conn. — February 24, 2012 — United Rentals, Inc. (NYSE: URI) today announced that its subsidiary, UR Financing Escrow Corporation (“UR Financing”) has priced 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. Net proceeds from the sale of the notes, after fees and expenses, are expected to be $2,729 million. The company had previously announced proposed offerings of an aggregate amount of $1,550 million of UR Financing’s senior unsecured notes and an aggregate amount of $650 million of senior secured notes and the aggregate offering size was increased to an aggregate amount of $2,075 million of UR Financing’s senior unsecured notes and an aggregate amount of $750 million of senior secured notes. Each series of notes will be sold 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.

Upon consummation of United Rentals’ merger transaction with RSC Holdings Inc. (“RSC Holdings”), announced on December 16, 2011, the senior unsecured notes and the senior secured notes will be assumed by the company’s subsidiary United Rentals Merger Sub Corporation (“UR Merger Sub”).  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 are secured on a second-priority basis by liens on the assets of UR Merger Sub and the guarantors that secure the obligations under United Rentals’ existing asset backed loan facility and any other first-lien debt, subject to certain limited exceptions.

The company expects the offerings to close on March 9, 2012, subject to customary closing conditions.

The gross proceeds from the notes offerings will be placed into escrow pending the consummation of the merger transaction with RSC Holdings.  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 repay certain indebtedness of RSC Holdings, including RSC Holdings’ senior secured asset-based revolving credit facility, 10% senior secured notes due 2017 and 9-1/2% senior notes due 2014, to repay borrowings under United Rentals’ senior secured asset-based revolving credit facility, 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. 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.

# # #

Contact:

Fred Bratman

(203) 618-7318

Cell: (917) 847-4507

fbratman@ur.com

EX-99.2

EXHIBIT 99.2

Use of Proceeds

We anticipate receiving approximately $2,729 million in net proceeds from the sale of the senior unsecured notes (the “Senior Unsecured Notes”) and the senior secured notes (the “Senior Secured Notes”), after commissions and fees and expenses related to the offering of the Senior Unsecured Notes and the Senior Secured Notes (each, an “Offering” and together, the “Offerings”) payable by us. The gross proceeds from this offering will be placed into escrow on the closing date. Following the release of the proceeds from escrow, we expect to use the net proceeds from the Offerings to pay the cash consideration in the merger (the “Merger”) of United Rentals, Inc. (“URI”) and RSC Holdings Inc. (“RSC”), to refinance certain of RSC’s existing senior indebtedness, to reduce outstanding borrowings under our asset backed loan facility the (“ABL Facility”) and to pay related fees and expenses. We will use a portion of the net proceeds from the financings to repay certain indebtedness of RSC, including RSC’s senior asset backed loan revolving facility (the “ABL”), which had $488 million outstanding as of December 31, 2011, to satisfy and discharge $400 million principal amount of RSC’s 10% senior secured notes due 2017 and to satisfy and discharge $503 million principal amount of RSC’s 91/2% senior notes due 2014.

The following table summarizes the estimated sources and uses of proceeds in connection with the Merger and the related transactions, assuming the Merger and the related transactions occurred on December 31, 2011. The actual amounts set forth in the table are subject to adjustment and may differ at the time of the consummation of the Merger and the related transactions depending on several factors, including differences from our estimation of fees and expenses.

Sources of Funds	Amount (in millions)
Unsecured Notes	2,075
Secured Notes	750
Total sources	$	2,825

Uses of Funds	Amount (in millions)
Merger consideration	$	1,155
Repay ABL Facility	15
Repay RSC’s senior ABL revolving facility	488
Repay RSC’s 10% senior secured notes due 2017	400
Repay RSC’s 91/2% senior notes due 2014	503
Fees and expenses	264
Total uses	$	2,825

EX-99.3

EXHIBIT 99.3

Capitalization

The following table presents our consolidated cash position and consolidated capitalization as of December 31, 2011: (1) on an actual basis; and (2) on a pro forma basis after giving effect to the Merger, the assumption by UR Merger Sub Corporation (“UR Merger Sub”) of the obligations of the UR Financing Escrow Corporation under the indentures governing the notes listed below, these Offerings, and the assumed application of the estimated net proceeds therefrom. This table is derived from and should be read in conjunction with our and RSC’s most recent Annual Reports on Form 10-K.

	At December 31, 2011
	Actual(7)		Pro Forma(1)(7)
	(in millions)
Cash and cash equivalents	$	36	$	41
Debt
$1,900 million ABL Facility(3)	810		795
Senior Secured Notes	—		750
Accounts receivable securitization facility(5)	255		255
Capital leases	39		131
Senior Unsecured Notes	—		2,075
107/8% senior notes due 2016	500		500
91/4% senior notes due 2019	500		500
101/4% senior notes due 2019(4)	—		200
81/4% senior notes due 2021(4)	—		650
83/8% senior subordinated notes due 2020	750		750
17/8% convertible senior subordinated notes due 2023	22		22
Holdings:
4% convertible senior notes due 2015	168		168
Total debt	3,044		6,796
61/2% subordinated convertible notes due 2028	55		55
Total stockholders’ equity	64		1,201
Total capitalization	$	3,163	$	8,052

(1)The “pro forma” column is presented for illustrative purposes only.

(2)$810 million was outstanding under the ABL Facility (not including unfunded letters of credit) at December 31, 2011 and the weighted average interest rate for the month of December 2011 was 2.41%. $929 million, or 52%, was available under our ABL Facility at December 31, 2011. On a pro forma basis after giving effect to the Merger and related transactions and the expected commitment increase under the ABL Facility described herein, we would have had approximately $961 million of available and undrawn capacity under the ABL Facility. On February 17, 2012, United Rentals (North America), Inc. (“URNA”) delivered a notice of requested commitment increase to Bank of America, N.A., as agent under the ABL Facility, to request a commitment increase in an aggregate principal amount of $100 million under the ABL Facility. Under the terms of the ABL Facility, the commitment increase is subject to certain conditions, including the execution of an incremental assumption agreement for the lenders providing the commitment increase. We currently expect the commitment increase to become effective on March 5, 2012. Upon the consummation of the Merger or soon thereafter, we currently expect to increase the commitments under our ABL Facility by an aggregate principal amount of between $100 million and $150 million.

(3)$255 million was outstanding under our accounts receivable securitization facility at December 31, 2011 and the weighted average interest rate for the month of December 2011 was 0.94%. $7 million, or 2.7%, was available under our accounts receivable securitization facility at December 31, 2011. Upon the consummation of the Merger or soon thereafter, we currently expect to increase the commitments under our accounts receivable securitization facility by an aggregate principal amount of $100 million.

(4)Represents outstanding senior unsecured indebtedness of RSC to be assumed by Newco in the Merger.

(5)The debt amounts reflect the principal amounts outstanding. Net of original issue discounts and the Merger adjustments to recognize RSC’s debt at its estimated fair value, actual and pro forma total debt would decrease by $57 million and $35 million, respectively.