United Rentals Announces Pricing of Aggregate $650 Million of Senior Notes

Tue Nov 10, 2009 9:37pm EST
 
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GREENWICH, Conn.--(Business Wire)--
United Rentals, Inc. (NYSE: URI) ("URI") today announced that it has priced an
offering of $150 million principal amount of 4.00% convertible senior unsecured
notes due 2015, and its subsidiary, United Rentals (North America), Inc.
("URNA") has priced an offering of $500 million principal amount of 9.25% senior
unsecured notes due 2019. The convertible senior notes will be convertible under
certain circumstances and during certain periods at an initial conversion rate
of 89.9888 shares of URI common stock per $1,000 principal amount of convertible
senior notes, representing an initial conversion price of approximately $11.11
per share of URI common stock, which is equal to an approximately 25% conversion
premium over the $8.89 closing price of URI`s common stock on the New York Stock
Exchange on November 10, 2009. URI has also granted the underwriters an option
to purchase up to an additional $22.5 million principal amount of the
convertible senior notes on the same terms and conditions to cover
over-allotments, if any. URNA had previously announced a proposed offering of
$400 million principal amount of senior notes and the offering size was
increased to $500 million based on market demand. The offerings were made
pursuant to URI and URNA`s shelf registration statement filed with the
Securities and Exchange Commission. 

Net proceeds from the sale of the convertible senior notes of URI, after
underwriting discounts and commissions, but before fees and expenses, will be
approximately $146 million (or approximately $167 million if the over-allotment
option is exercised in full) and net proceeds from the sale of the senior notes
of URNA, after underwriting discounts and commissions, but before fees and
expenses, will be approximately $481 million. URNA`s obligations under its
senior notes will be guaranteed on a senior basis by URI and certain of URNA`s
domestic subsidiaries. URI and URNA expect the offerings to close on November
17, 2009, subject to customary closing conditions. 

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. 

In connection with the convertible senior notes offering, URI entered into
convertible note hedge transactions with one or more counterparties, referred to
as the option counterparties, which 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. The effect of the note
hedge transactions, from URI's perspective, is to increase the effective
conversion price to approximately $15.56 per share, equal to an approximately
75% premium over the $8.89 closing price of URI's common stock on the New York
Stock Exchange on November 10, 2009. However, in the event the market value of
URI`s common stock exceeds approximately $15.56 per share, the settlement amount
received from such transactions will only partially offset the potential
dilution. 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 have entered or 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 with the U.S. Securities and Exchange
Commission (SEC) for the offerings to which this communication relates. Final
prospectus supplements relating to the offerings will be filed with the SEC. You
may get these documents for free by visiting EDGAR on the SEC`s website at
http://www.sec.gov. Alternatively, copies of the final prospectus supplement and
the 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 final 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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