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United Rentals

UNITED RENTALS NORTH AMERICA INC filed this Form S-4/A on 11/02/2017
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A downgrade, suspension or withdrawal of the rating assigned by a rating agency to our debt securities could cause the liquidity or market value of the New Notes to decline significantly and increase our cost of borrowing.

        Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. In general, rating agencies base their ratings on many quantitative and qualitative factors, including, but not limited to, capital adequacy, liquidity, asset quality, business mix and quality of earnings, and, as a result, we may not be able to maintain our current credit ratings.

        Credit rating agencies continually review their ratings for the companies that they follow, including us. Borrowing under the ABL Facility, as well as the future incurrence of additional secured or additional unsecured indebtedness, may cause the rating agencies to reassess the ratings assigned to our debt securities. Any such action may lead to a downgrade of any rating assigned to the New Notes or in the assignment of a rating for the New Notes that is lower than might otherwise be the case. Real or anticipated changes in our credit ratings could cause the liquidity or market value of the New Notes to decline significantly.

        There can be no assurance that the ratings assigned by S&P and Moody's to the New Notes will remain for any given period of time or that these ratings will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our company, so warrant. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain the ratings or to advise holders of the New Notes of any changes in ratings. Each agency's rating should be evaluated independently of any other agency's rating.

There may be no public market for the New Notes.

        We do not intend to apply for listing of the New Notes on any securities exchange or any automated dealer quotation system. Accordingly, we cannot assure you as to:

    the liquidity or sustainability of any market for the New Notes;

    your ability to sell the New Notes; or

    the price at which you would be able to sell your New Notes.

        If a market for the New Notes does exist, it is possible that you will not be able to sell your New Notes at a particular time or that the price that you receive when you sell will be favorable. It is also possible that any trading market that does exist for the New Notes will not be liquid. Future trading prices of the New Notes will depend on many factors, including:

    our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of companies in the equipment rental industry generally;

    the interest of securities dealers in making a market for the New Notes;

    prevailing interest rates; and

    the market for similar securities.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. If a market for the New Notes exists, it is possible that the market for the New Notes will be subject to disruptions and price volatility. Any disruptions may have a negative effect on holders of the New Notes, regardless of our operating performance, financial condition and prospects.