0001104659-19-055271.txt : 20191021 0001104659-19-055271.hdr.sgml : 20191021 20191021160825 ACCESSION NUMBER: 0001104659-19-055271 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191021 DATE AS OF CHANGE: 20191021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS NORTH AMERICA INC CENTRAL INDEX KEY: 0001047166 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 860933835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-222683-05 FILM NUMBER: 191159693 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: UNITED RENTALS INC DATE OF NAME CHANGE: 19971020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS NORTH AMERICA INC CENTRAL INDEX KEY: 0001047166 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 860933835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: UNITED RENTALS INC DATE OF NAME CHANGE: 19971020 FWP 1 a19-18679_3fwp.htm FWP

 

Filed pursuant to Rule 433

Free Writing Prospectus dated October 21, 2019

Registration Statement No. 333-222683-05

 

UNITED RENTALS (NORTH AMERICA), INC.

Pricing Term Sheet — October 21, 2019

$750,000,000 3.875% Senior Secured Notes due 2027

 

The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated October 21, 2019, to the accompanying Prospectus dated January 24, 2018, filed as part of Registration Statement No. 333-222683-05.

 

Issuer:

 

United Rentals (North America), Inc. (the “Issuer”)

 

 

 

Title of Securities:

 

3.875% Senior Secured Notes due 2027 (the “Notes”)

 

 

 

Aggregate Principal Amount:

 

$750,000,000

 

 

 

Distribution:

 

SEC Registered

 

 

 

Gross Proceeds:

 

$750,000,000

 

 

 

Net Proceeds (after underwriting discounts and commissions):

 

$742,500,000

 

 

 

Maturity:

 

November 15, 2027

 

 

 

Issue Price:

 

100%

 

 

 

Coupon:

 

3.875%

 

 

 

Yield to Maturity:

 

3.875%

 

 

 

Security:

 

Secured on a second-priority basis by liens on substantially all of the Issuer’s assets that secure any first-priority lien obligations, subject to permitted liens and certain exceptions.

 

 

 

Interest Payment Dates:

 

May 15 and November 15

 

 

 

Record Dates:

 

May 1 and November 1

 

 

 

First Interest Payment Date:

 

May 15, 2020

 

 

 

Optional Redemption:

 

Except as set forth below under “Optional Redemption with Equity Proceeds” and “Make-Whole Redemption”, the Issuer will not be entitled to redeem the Notes at its option prior to November 15, 2022.

 

The Issuer may, at its option, redeem some or all of the Notes at any time on or after November 15, 2022 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of each of the years indicated below:

 

 

 

 

 

Year

 

Percentage

 

 

2022

 

101.938%

 

 

2023

 

101.292%

 

 

2024

 

100.646%

 

 

2025 and thereafter

 

100.000%

 

 

Optional Redemption with Equity Proceeds:

 

At any time on or prior to November 15, 2022, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 103.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date.

 

 

 

Make-Whole Redemption:

 

At any time prior to November 15, 2022, the Issuer may, at its option, 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.

 

 

 

Change of Control:

 

Upon certain change of control events during a period when the change of control offer to purchase provisions under the Indenture apply, the Issuer must offer to repurchase the Notes at 101% of principal amount plus accrued and unpaid interest, if any, to the purchase date.

 

 

 

Trade Date:

 

October 21, 2019

 

 

 

Settlement Date:

 

November 4, 2019 (T+10)

 

 

 

Extended Settlement:

 

Delivery of the Notes will be made against payment therefor on or about November 4, 2019, which will be the tenth business day following the date of pricing of the Notes, or “T+10.” Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the next seven succeeding business days will be required, by virtue of the fact that the Notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.

 

 

 

CUSIP/ISIN Numbers:

 

911365 BM5 / US911365BM59

 

 

 

Bookrunners:

 

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Citigroup Global Markets Inc.

Scotia Capital (USA) Inc.

MUFG Securities Americas Inc.

Barclays Capital Inc.

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

 

 

 

Co-Managers:

 

SunTrust Robinson Humphrey, Inc.

TD Securities (USA) LLC

PNC Capital Markets LLC

 

The Issuer has previously filed a registration statement (including a prospectus and a preliminary prospectus supplement) on Form S-3 with the Securities and Exchange Commission (the “SEC”), for the offering to which this communication relates.  Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and post-effective amendment and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling toll free 1-800-294-1322 or by emailing BofA Securities at: dg.prospectus_requests@baml.com.  Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded.  Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

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