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): March 5, 2012
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
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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 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Five Greenwich Office Park |
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Greenwich, Connecticut |
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06831 |
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(Address of Principal Executive Offices) |
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(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:
x 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 March 5, 2012, United Rentals, Inc. (the “Company” or “United Rentals”) and certain of the Company’s subsidiaries entered into an incremental assumption agreement (the “Incremental Assumption Agreement”) with Bank of America, N.A., as agent, and Deutsche Bank AG New York Branch pursuant to which Deutsche Bank AG New York Branch agreed to provide an increase in the U.S. revolving credit commitment of $100 million (the “ ABL Commitment Increase”) under the Amended and Restated Credit Agreement, dated as of October 14, 2011, as amended as of December 16, 2011 (the “Amended and Restated Credit Agreement”), among the Company, United Rentals (North America), Inc. (“URNA”), United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and certain other subsidiaries of the Company and Bank of America N.A., Wells Fargo Capital Finance, LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions party thereto. Pursuant to the ABL Commitment Increase, the aggregate amount available under the Amended and Restated Credit Agreement’s senior secured asset-based loan facility (the “ABL Facility”) was increased to $1,900 million (subject to availability under a borrowing base), a portion of which is available for borrowing in Canadian Dollars.
The ABL Commitment Increase is subject to the same terms and conditions as all other U.S. revolving credit commitments under the Amended and Restated Credit Agreement. The terms of the Incremental Assumption Agreement do not modify the Amended and Restated Credit Agreement other than to permit the ABL Commitment Increase.
The ABL Facility matures on October 13, 2016. Upon effectiveness of the ABL Commitment Increase, approximately $907 million was drawn under the ABL Facility and approximately $993 million was available for additional borrowings under the ABL Facility, subject to borrowing base limitations, as reduced by outstanding letters of credit.
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.
Participants in Solicitation
United Rentals, RSC Holdings, Inc. (“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.
Item 9.01. Financial Statements and Exhibits.
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10.1 |
Incremental Assumption Agreement, dated as of March 5, 2012, between United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc, United Rentals Financing Limited Partnership and certain other subsidiaries of United Rentals, Inc. and Bank of America, N.A., as agent and Deutsche Bank AG New York Branch. |
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: March 8, 2012
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UNITED RENTALS, INC. | ||
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By: |
/s/ Jonathan M. Gottsegen | |
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Name: |
Jonathan M. Gottsegen |
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Title: |
Senior Vice President, General Counsel and |
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Corporate Secretary |
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UNITED RENTALS (NORTH AMERICA), INC. | ||
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By: |
/s/ Jonathan M. Gottsegen | |
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Name: |
Jonathan M. Gottsegen |
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Title: |
Senior Vice President, General Counsel and |
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Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Incremental Assumption Agreement, dated as of March 5, 2012, between United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc, United Rentals Financing Limited Partnership and certain other subsidiaries of United Rentals, Inc. and Bank of America, N.A., as agent and Deutsche Bank AG New York Branch. |
Exhibit 10.1
EXECUTION VERSION
INCREMENTAL ASSUMPTION AGREEMENT
Dated as of March 5, 2012
INCREMENTAL ASSUMPTION AGREEMENT among United Rentals, Inc., a Delaware corporation (“Holdings”), United Rentals (North America), Inc., a Delaware corporation (the “Company”), each Subsidiary listed on the signature pages hereto as a “U.S. Borrower” (the “U.S. Subsidiary Borrowers” and, together with the Company, the “U.S. Borrowers”), United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (the “Canadian Borrower”), United Rentals Financing Limited Partnership, a Delaware partnership (the “Specified Loan Borrower”, and together with the U.S. Borrowers and the Canadian Borrower, the “Borrowers”), each other Subsidiary listed on the signature pages hereto as a “Guarantor” (the “Guarantors”), the banks, financial institutions and other institutional lenders party hereto and Bank of America, N.A., as agent (the “Agent”).
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Guarantors, the Agent and the other agents and lenders named therein have entered into an Amended and Restated Credit Agreement dated as of October 14, 2011, which was amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 16, 2011 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement.
(2) The Borrowers, each Increasing Lender (as hereinafter defined) and the Agent have agreed to enter into this Agreement in order to effectuate a Commitment Increase (this “Commitment Increase”) in accordance with Section 2.8 of the Credit Agreement.
SECTION 1. Commitment Increase. Pursuant to Section 2.8 of the Credit Agreement:
(a) Subject to the satisfaction of the conditions precedent set forth in Section 2, on the Effective Date (as hereinafter defined), each U.S. Lender listed on the signature pages hereof as an “Increasing Lender” (each, an “Increasing Lender”) shall (i) if such Increasing Lender is a Lender under the Credit Agreement before giving effect to this Agreement, increase its existing U.S. Revolving Credit Commitment to the amount set forth opposite such Lender’s name on Schedule 1 hereto and (ii) if such Increasing Lender is not a Lender under the Credit Agreement before giving effect to this Agreement (such Increasing Lender, an “Assuming Lender”), hereby make a U.S. Revolving Credit Commitment under the Credit Agreement as of the date hereof equal to the amount set forth opposite such Assuming Lender’s name on Schedule 1 hereto.
(b) As of the Effective Date and immediately after giving effect to this Commitment Increase, the Maximum Revolver Amount shall be $1,900,000,000 and the Maximum U.S. Revolver Amount shall be $1,730,000,000.
SECTION 2. Conditions to Effectiveness. This Agreement shall become effective as of the later date (the “Effective Date”) of the date specified in the Notice of Requested
Commitment Increase in respect of this Commitment Increase and the date on which the following items have been received by the Agent:
(a) Counterparts of this Agreement executed by the Obligors, the Agent, each Increasing Lender or, as to any Increasing Lender, advice satisfactory to the Agent that such Lender has executed this Agreement;
(b) A certificate signed by a duly authorized officer of the Borrowers’ Agent stating that:
(i) The representations and warranties contained in each of the Loan Documents and this Agreement are correct on and as of the Effective Date as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a date other than the Effective Date; and
(ii) No Default or Event of Default shall exist both before and after giving effect to this Commitment Increase;
(c) (i) Opinions of counsel for the U.S. Obligors (including Canadian counsel to United Rentals of Nova Scotia (No.1), ULC and United Rentals of Nova Scotia (No. 2), ULC) reasonably satisfactory to the Agent, addressing among other things the due authorization, execution and delivery of this Agreement, the enforceability of the Loan Documents, after giving effect to this Agreement, and the continuing validity of the security interests in the U.S. Collateral created pursuant to the Loan Documents and the perfection thereof; (ii) a certificate as to the good standing or status of each U.S. Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or Officer of each U.S. Obligor dated the Effective Date and certifying (A) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Organization Documents) of such U.S. Obligor and the by-laws (or similar Organization Documents) of such U.S. Obligor have not been amended since such Organization Documents were delivered to the Agent on the Closing Date (or such later date that any U.S. Obligor’s Organization Documents were delivered to the Agent pursuant to Section 8.25 of the Credit Agreement (each such later date, an “Additional Obligor Date”)) and the Organization Documents delivered on the Closing Date (or applicable Additional Obligor Date, as the case may be) are in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such U.S. Obligor authorizing the authorization, execution and delivery of this Agreement, the performance of the Loan Documents, after giving effect to this Agreement and, in the case of the Borrowers, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Obligor; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above.
(d) Evidence that concurrently with the effectiveness of this Commitment Increase, in accordance with Section 2.8(b) of the Credit Agreement, (i) the U.S. Lenders shall have made advances among themselves (through the Agent) so that after giving effect to this Commitment Increase, the U.S. Revolving Loans and Specified Loans will be held by the U.S. Lenders on a pro rata basis in accordance with each U.S. Lender’s Pro Rata Share (after giving effect to the applicable Commitment Increase) and (ii) the U.S. Borrowers shall have paid to the applicable U.S. Lenders any amounts payable in respect thereof in accordance with Section 5.4 of the Credit Agreement (with any reduction in U.S. Revolving Loans or Specified Loans of any U.S. Lender pursuant to Section 2.8(b) of the Credit Agreement being deemed a prepayment for purposes of Section 5.4 of the Credit Agreement).
(e) Evidence that the Borrowers shall have paid any and all fees and expenses owing to the Agent and the Lenders in respect of this Commitment Increase.
SECTION 3. Reference to and Effect on the Credit Agreement; Confirmation of Guarantors. (a) On and after the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, after giving effect to this Agreement.
(b) Each Loan Document, after giving effect to this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the U.S. Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Obligors under the Loan Documents and the Canadian Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Canadian Obligations of the Canadian Obligors under the Loan Documents.
(c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 4. Assuming Lender. Each Assuming Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder (including, without limitation, pursuant to the second paragraph of Section 13.1 of the Credit Agreement) and, to the extent of its U.S. Revolving Credit Commitment and its pro rata portion of the U.S. Revolving Loans and Specified Loans (collectively, the “Assigned Interest”), shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.2(a) or (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase the Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assuming Lender, and (viii) it is a United States person for purposes of the Code; and (b) agrees that (i) it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (iii) such Lender will at all material times continue to be a United States person for purposes of the Code.
SECTION 5. Costs, Expenses. The U.S. Borrowers agree to pay on demand to the Agent all reasonable and documented out-of-pocket costs and expenses that the Agent pays or incurs in connection with the preparation, execution, delivery and administration, modification and amendment of this Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, Attorney Costs) in accordance with the terms of Section 14.7 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
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UNITED RENTALS, INC., as Guarantor | ||||
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By: |
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/s/ Irene Moshouris | ||
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Name: |
Irene Moshouris | ||
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Title: |
Senior Vice President and Treasurer | ||
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UNITED RENTALS (NORTH AMERICA), INC., | ||||
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as a U.S. Borrower and as a Guarantor | ||||
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By: |
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/s/ Irene Moshouris | ||
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Name: |
Irene Moshouris | ||
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Title |
Senior Vice President and Treasurer | ||
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UNITED RENTALS OF CANADA, INC., | ||||
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as the Canadian Borrower and as a Guarantor | ||||
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By: |
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/s/ Irene Moshouris | ||
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Name: |
Irene Moshouris | ||
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Title: |
Vice President and Treasurer | ||
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UNITED RENTALS FINANCING LIMITED | ||||
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PARTNERSHIP, as the Specified Loan Borrower | ||||
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and as a Guarantor | ||||
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By: |
UNITED RENTALS OF NOVA SCOTIA | |||
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(No. 1), ULC, its Managing Partner | |||
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By: |
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/s/ Irene Moshouris | |
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Name: |
Irene Moshouris | |
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Title: |
Vice President and Treasurer | |
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UNITED RENTALS NORTHWEST, INC., | ||||
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as a U.S. Borrower and as a Guarantor | ||||
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By: |
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/s/ Irene Moshouris | ||
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Name: |
Irene Moshouris | ||
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Title: |
Vice President and Treasurer | ||
Signature Pages to Incremental Assumption Agreement
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UNITED RENTALS HIGHWAY | |||||
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By: |
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/s/ Irene Moshouris | |||
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Name: |
Irene Moshouris | |||
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Title: |
Vice President and Treasurer | |||
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UNITED RENTALS (DELAWARE), INC., | |||||
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as a Guarantor | |||||
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By: |
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/s/ Irene Moshouris | |||
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Name: |
Irene Moshouris | |||
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Title: |
Vice President and Treasurer | |||
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UNITED RENTALS OF NOVA SCOTIA (NO. 1), | |||||
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ULC, as a Guarantor | |||||
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By: |
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/s/ Irene Moshouris | |||
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Name: |
Irene Moshouris | |||
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Title: |
Vice President and Treasurer | |||
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UNITED RENTALS OF NOVA SCOTIA (NO. 2), | |||||
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ULC, as a Guarantor | |||||
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By: |
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/s/ Irene Moshouris | |||
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Name: |
Irene Moshouris | |||
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Title: |
Vice President and Treasurer | |||
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UR CANADIAN FINANCING PARTNERSHIP, | |||||
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as a Guarantor | |||||
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By: |
UNITED RENTALS FINANCING LIMITED | ||||
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By: |
UNITED RENTALS OF NOVA SCOTIA | |||
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By: |
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/s/ Irene Moshouris | |
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Name: |
Irene Moshouris | ||
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Title: |
Vice President and Treasurer | ||
Signature Pages to Incremental Assumption Agreement
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BANK OF AMERICA, N.A., | ||
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as a Agent | ||
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By: |
/s/ Cynthia G. Stannard | |
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Name: |
Cynthia G. Stannard |
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Title: |
Sr. Vice President |
Signature Pages to Incremental Assumption Agreement
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DEUTSCHE BANK AG NEW YORK BRANCH, | ||
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as an Increasing Lender and Assuming Lender | ||
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By: |
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/s/ Marguerite Sutton |
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Name: |
Marguerite Sutton |
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Title: |
Director |
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By: |
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/s/ Erin Morrissey |
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Name: |
Erin Morrissey |
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Title: |
Director |
Signature Pages to Incremental Assumption Agreement
SCHEDULE 1
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Increasing Lender |
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U.S. Revolving Credit Commitment (after giving |
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Deutsche Bank AG New York Branch |
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100,000,000 |
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