Table of Contents
PLAN OF DISTRIBUTION
If you want to participate in the Exchange Offer, you must represent, among other things, that you:
- are not a broker-dealer that acquired the Old Notes from us or in market-making transactions or other trading activities;
- acquire the New Notes issued in the Exchange Offer in the ordinary course of your business;
- are not participating, and do not intend to participate, and have no arrangement or understanding with any person to participate, in the
distribution of the New Notes issued in the Exchange Offer; and
- are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act.
you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the no-action letters referred to above under "The
Exchange OfferTerms of the Exchange Offer" and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with
a resale of the New Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old
Notes were acquired as a result of market-making activities or other trading activities. We may allow broker-dealer and any other persons, if any, with similar prospectus delivery requirements to use
this prospectus in connection with the resale of such New Notes but we have no obligation to do so. In addition, until February 4, 2018, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.
requests for additional copies of this prospectus and any amendment or supplement to this prospectus should be directed to United Rentals (North America), Inc., Attention:
Corporate Secretary, 100 First Stamford Place-Suite 700, Stamford, Connecticut 06902, telephone: (203) 622-3131.
will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were
received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning
of the Securities Act, and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
will pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers.