United Rentals Announces Aggregate $550 Million in Senior Notes Offerings

* Reuters is not responsible for the content in this press release.

Mon Nov 9, 2009 4:05pm EST

GREENWICH, Conn.--(Business Wire)--
United Rentals, Inc. (NYSE: URI) ("URI") today announced that it is offering
$150 million ($172.5 million if the underwriters` over-allotment option is
exercised in full) principal amount of convertible senior unsecured notes due
2015, and its subsidiary, United Rentals (North America), Inc. ("URNA") is
offering $400 million principal amount of senior unsecured notes due 2019 in
separate registered public offerings. 

The convertible senior notes offered by URI will rank equally with all of its
existing and future unsecured senior debt and effectively junior to any existing
and future debt of URNA and its subsidiaries as well as to URI`s secured
obligations, composed of its guarantee obligations in respect of URNA`s and its
subsidiaries` outstanding borrowings under its senior secured asset-based
revolving credit facility (the "ABL facility") to the extent of the value of the
collateral securing such guarantee obligations. The senior notes offered by URNA
will rank equally with its existing and future unsecured senior debt,
effectively junior to any secured debt to the extent of the value of the
collateral securing such debt, including its borrowings under the ABL facility,
and effectively junior to the liabilities of its non-guarantor subsidiaries.
URNA`s obligations under these notes will be guaranteed on a senior basis by URI
and certain of URNA`s domestic subsidiaries. 

URI intends to use the net proceeds from its convertible senior notes offering,
together with cash on hand, to redeem a portion of its 14% Senior Notes due 2014
and will use cash on hand to pay the cost of the convertible note hedge
transactions that it intends to enter into in connection with the sale of the
convertible senior notes, as described below. URNA intends to use the net
proceeds from its senior notes offering to purchase or retire outstanding senior
unsecured indebtedness, pay or prepay outstanding borrowings under its ABL
facility and for general corporate purposes. The completion of either offering
will not be contingent upon the completion of the other. 

In connection with the convertible senior notes offering, URI intends to enter
into convertible note hedge transactions with one or more counterparties,
referred to as the option counterparties, which may include one or more of the
underwriters or their affiliates. The convertible note hedge transactions are
intended to reduce, subject to a limit, the potential dilution with respect to
URI`s common stock upon conversion of the convertible senior notes. However, in
the event the market value of URI`s common stock exceeds a cap specified in the
convertible note hedge transactions, the settlement amount received from such
transactions will be reduced, and therefore, the reduction in potential dilution
will be limited. Each convertible note hedge transaction is a separate hedge
transaction entered into by URI with an option counterparty. 

In connection with establishing their initial hedge of these transactions, the
option counterparties have informed URI that they expect to enter into various
derivative transactions with respect to URI's common stock concurrently with or
shortly after the pricing of the convertible senior notes. In addition, the
option counterparties have informed URI that they are likely to modify their
hedge positions by entering into or unwinding various derivative transactions
with respect to URI's common stock and/or by purchasing or selling shares of
URI's common stock or other of URI's securities (including the convertible
senior notes) in secondary market transactions during the term of the
convertible senior notes and prior to the maturity of the convertible senior
notes (and are likely to do so during any observation period related to a
conversion of convertible senior notes). This activity could also cause or avoid
an increase or a decrease in the market price of URI's common stock or the
convertible senior notes, which could affect a noteholder's ability to convert
the convertible senior notes and, to the extent the activity occurs during any
observation period related to a conversion of convertible senior notes, it could
affect the number of shares and value of the consideration that a noteholder
will receive upon conversion of the convertible senior notes. 

If the underwriters exercise their overallotment option to purchase additional
convertible senior notes, URI expects to enter into additional convertible note
hedge transactions. 

BofA Merrill Lynch, Wells Fargo Securities and Morgan Stanley are the joint
book-running managers for both offerings, with BofA Merrill Lynch as lead
book-running manager for the URI convertible senior notes offering and Wells
Fargo Securities as lead book-running manager for the URNA senior notes
offering. 

This news release does not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The securities being offered have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon the accuracy
or adequacy of the prospectus supplements or the shelf registration statement or
prospectus. 

URI has filed a registration statement (including a prospectus and a related
preliminary prospectus supplement) with the U.S. Securities and Exchange
Commission (SEC) for the offerings to which this communication relates. Before
you invest, you should read the prospectus supplement and prospectus in that
registration statement and other documents URI has filed with the SEC for more
complete information about URI and these offerings. You may get these documents
for free by visiting EDGAR on the SEC`s website at http://www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement and accompanying
prospectus for the URI convertible senior notes offering may be obtained by
contacting: 

BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn:
Preliminary Prospectus Department, 866-500-5408 or via email at
prospectus.requests@ml.com, 

Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department, 866-718-1649 or via email at
prospectus@morganstanley.com, 

Wells Fargo Securities, 375 Park Avenue, New York, NY 10152, Attn: Equity
Syndicate Department, 800-326-5897 or via email at
equity.syndicate@wachovia.com. 

Copies of the preliminary prospectus supplement and accompanying prospectus for
the URNA senior notes offering may be obtained by contacting: 

Wells Fargo Securities, 301 South College Street, 6th Floor, Charlotte, NC
28202, Attn: High Yield Syndicate, (704) 715-7035, 

BofA Merrill Lynch, 100 West 33rd Street, 3rd Floor, New York, NY 10001, Attn:
Prospectus Department, 800-294-1322 or via email at
dg.prospectus_distribution@bofasecurities.com, 

Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn:
Prospectus Department, 866-718-1649 or via email at
prospectus@morganstanley.com. 

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with
an integrated network of 580 rental locations in 48 states, 10 Canadian
provinces and Mexico. The company`s approximately 8,400 employees serve
construction and industrial customers, utilities, municipalities, homeowners and
others. The company offers for rent approximately 3,000 classes of equipment
with a total original cost of $3.8 billion. United Rentals is a member of the
Standard & Poor`s MidCap 400 Index and the Russell 2000 Index® and is
headquartered in Greenwich, Conn. 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements can be identified by the use of forward-looking terminology such
as "believe," "expect," "may," "will," "should," "seek," "on-track," "plan,"
"project," "forecast," "intend" or "anticipate," or the negative thereof or
comparable terminology, or by discussions of strategy or outlook. You are
cautioned that our business and operations are subject to a variety of risks and
uncertainties, many of which are beyond our control, and, consequently, our
actual results may differ materially from those projected. Factors that could
cause actual results to differ materially from those projected include, but are
not limited to, the following: (1) on-going decreases in North American
construction and industrial activities, which have significantly affected
revenues and, because many of our costs are fixed, our profitability, and which
may further reduce demand and prices for our products and services; (2) our
highly leveraged capital structure, which requires us to use a substantial
portion of our cash flow for debt service and can constrain our flexibility in
responding to unanticipated or adverse business conditions; (3) noncompliance
with financial or other covenants in our debt agreements, which could result in
our lenders terminating our credit facilities and requiring us to repay
outstanding borrowings; (4) inability to access the capital that our businesses
or growth plans may require; (5) increases in our maintenance and replacement
costs as we age our fleet, and decreases in the residual value of our equipment;
(6) inability to sell our new or used fleet in the amounts, or at the prices, we
expect; (7) rates we can charge and time utilization we can achieve being less
than anticipated; and (8) costs we incur being more than anticipated, and the
inability to realize expected savings in the amounts or time frames planned. For
a fuller description of these and other possible uncertainties, please refer to
our Annual Report on Form 10-K for the year ended December 31, 2008, as well as
to our subsequent filings with the SEC. Our forward-looking statements contained
herein speak only as of the date hereof, and we make no commitment to update or
publicly release any revisions to forward-looking statements in order to reflect
new information or subsequent events, circumstances or changes in expectations.

United Rentals, Inc.
Fred Bratman, 203-618-7318
Cell: 917-847-4507
fbratman@ur.com

Copyright Business Wire 2009

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