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United Rentals


S-4/A
UNITED RENTALS NORTH AMERICA INC filed this Form S-4/A on 11/02/2017
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respect of $55 million in our capital leases, (v) $7 million of capital leases of our Subsidiary Guarantors and (vi) $2 million of capital leases of Holdings; and (3) effectively junior to (i) $667 million of indebtedness of our special purpose vehicle in connection with the Existing Securitization Facility and (ii) $5 million of capital leases of our Subsidiaries that are not Guarantors.

        The Subsidiaries that are not Guarantors accounted for $223 million, or 8%, and $158 million, or 7%, of our adjusted EBITDA for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively. The non-guarantor subsidiaries of URNA accounted for $510 million, or 9%, and $405 million, or 9%, of our total revenues for the year ended December 31, 2016 and the nine months ended September 30, 2017, respectively. The non-guarantor subsidiaries of URNA accounted for $2.2 billion, or 16%, of our total assets, and $829 million, or 7%, of our total liabilities at September 30, 2017.

        The Indenture does not contain limitations on the amount of additional Indebtedness or preferred stock that the Company and its Subsidiaries may incur or issue. The amount of any such Indebtedness or preferred stock could be substantial and, subject to the limitations set forth in the covenants described under "—Certain Covenants—Limitation on Liens," any such Indebtedness may be secured Indebtedness.

        The guarantee of a Subsidiary Guarantor will be released:

    (1)
    upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by the Indenture;

    (2)
    upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by the Indenture;

    (3)
    upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing;

    (4)
    upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture;

    (5)
    if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under the Indenture as an Unrestricted Subsidiary;

    (6)
    at the Company's request, during any Suspension Period; or

    (7)
    at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to the covenant described under "—Certain CovenantsAdditional Subsidiary Guarantors," except as a result of a payment in respect of such other Indebtedness by such Subsidiary Guarantor.

Optional Redemption

        Except as set forth below, we will not be entitled to redeem the Notes at our option prior to January 15, 2023.

        The Notes will be redeemable at our option, in whole or in part, at any time on or after January 15, 2023, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if

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