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United Rentals


424B3
UNITED RENTALS NORTH AMERICA INC filed this Form 424B3 on 11/06/2017
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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-221007

PROSPECTUS

LOGO

United Rentals (North America), Inc.

Offer to Exchange Up to $750,000,000 aggregate principal amount of new 4.875% Senior Notes due 2028 registered under the Securities Act of 1933, for any and all outstanding 4.875% Senior Notes due 2028 issued on September 22, 2017



         We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (the "Exchange Offer"), our new 4.875% Senior Notes due 2028, which we refer to as the New Notes, for all of our outstanding 4.875% Senior Notes due 2028 issued in a registered offering on September 22, 2017, which we refer to as the Old 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 our acquisition of Neff Corporation (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 collectively as the Notes. The Old Notes were offered under an indenture, dated September 22, 2017.

Material Terms of the Exchange Offer

    Subject to the terms of the Exchange Offer, we will exchange the New Notes for all Old Notes that are validly tendered and not withdrawn prior to the expiration of this Exchange Offer.

    The New Notes will mature on January 15, 2028. Interest on the New Notes is payable on January 15 and July 15 of each year and accrues from August 11, 2017 or the most recent interest payment date.

    We may redeem some or all of the New Notes on or after January 15, 2023, at the redemption prices set forth herein, plus accrued and unpaid interest, if any, to the redemption date. We also may redeem some or all of the New Notes at any time prior to January 15, 2023, at a price equal to 100% of the aggregate principal amount of the New Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time on or prior to January 15, 2021, we may redeem up to 40% of the aggregate principal amount of the New Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 104.875% of the aggregate principal amount of the New Notes plus accrued and unpaid interest, if any, to the redemption date.

    The exchange of Old Notes for New Notes pursuant to this Exchange Offer generally should not be a taxable event for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Consequences of the Exchange Offer."

    There is no public market for the New Notes. We have not applied, and do not intend to apply, for listing of the New Notes on any national securities exchange or automated quotation system.

    We will not receive any proceeds from the Exchange Offer.

    The New Notes will be guaranteed on a senior unsecured basis by our parent company, United Rentals, Inc., and, subject to limited exceptions, URNA's current and future domestic subsidiaries. Our foreign subsidiaries will not be guarantors.



         Investing in the New Notes involves risks. You should read carefully the Risk Factors beginning on page 9 of this prospectus before participating in the Exchange Offer.



         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

         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. The letter of transmittal accompanying this prospectus states that by so acknowledging 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 of 1933. 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 by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the Expiration Date (as defined below), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."



Prospectus dated November 6, 2017