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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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Purpose and Effect of Exchange Offer

        We are offering to exchange $750,000,000 aggregate principal amount of our outstanding 4.875% Senior Notes due 2028, issued on September 22, 2017 (the "Old Notes"), for an equivalent amount of new 4.875% Senior Notes due 2028 (the "New Notes"). The New Notes will have terms that are substantially identical to those of the Old Notes, other than the issue date and the mandatory redemption provisions applicable to the Old Notes relating to the Neff Acquisition. The mandatory redemption provisions of the Old Notes ceased to apply when the Neff Acquisition closed on October 2, 2017. The New Notes will be issued as additional senior debt securities under the indenture, dated August 11, 2017 (the "August 2017 Indenture"), governing our 4.875% Senior Notes due 2028 issued on August 11, 2017 (the "August 2017 Notes") and will have identical terms, be fungible with and be part of a single series of senior debt securities with $925,000,000 principal amount of the August 2017 Notes. We refer to the August 2017 Notes and the New Notes together as the Notes. We refer to the exchange offer as the "Exchange Offer."

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, for each $1,000 principal amount of Old Notes properly surrendered and not withdrawn before the expiration date of the Exchange Offer, we will issue $1,000 principal amount of New Notes. Holders may tender some or all of their Old Notes pursuant to the Exchange Offer in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered.

        The form and terms of the New Notes will be the same as the form and terms of the Old Notes except that:

    the New Notes will have a different CUSIP number from the Old Notes;

    the New Notes will be issued under a separate indenture (the August 2017 Indenture); and

    the New Notes will not contain the special mandatory redemption provision related to the Neff Acquisition, which ceased to apply when the Neff Acquisition closed on October 2, 2017.

        No interest will be paid in connection with the Exchange Offer. The New Notes will accrue interest from and including the last interest payment date on which interest has been paid on the Old Notes or, if no interest has been paid on the Old Notes, from August 11, 2017. Accordingly, the holders of Old Notes that are accepted for exchange will not receive accrued but unpaid interest on Old Notes at the time of tender. Rather, that interest will be payable on the New Notes delivered in exchange for the Old Notes on the first interest payment date after the Expiration Date.

        Under existing SEC interpretations, the New Notes would generally be freely transferable after the Exchange Offer without further registration under the Securities Act, except that broker-dealers receiving the New Notes in the Exchange Offer will be subject to a prospectus delivery requirement with respect to their resale. This view is based on interpretations by the staff of the SEC in no-action letters issued to other issuers in exchange offers like this one. We have not, however, asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, the SEC might not treat it in the same way it has treated other exchange offers in the past. You will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met in order to receive freely transferable New Notes:

    you must not be a broker-dealer that acquired the Old Notes from us or in market-making transactions or other trading activities;