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United Rentals


424B3
UNITED RENTALS NORTH AMERICA INC filed this Form 424B3 on 11/06/2017
Entire Document
 

Table of Contents

 

In addition, at any time on or prior to January 15, 2021, URNA may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the New Notes with the net cash proceeds of certain equity offerings, at a price equal to 104.875% of the aggregate principal amount of the New Notes redeemed plus accrued and unpaid interest, if any, to the redemption date. See "Description of the New Notes—Optional Redemption."

Change of Control

 

If we experience specific kinds of change of control events, we must offer to repurchase the New Notes at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. See "Description of the New Notes—Change of Control."

Certain Covenants

 

The indenture governing the New Notes contains certain covenants applicable to URNA and its restricted subsidiaries, including limitations on: (1) liens; (2) mergers, consolidations and sale of assets; and (3) dividends and other distributions, stock repurchases and redemptions and other restricted payments. The indenture governing the New Notes also contains requirements relating to additional subsidiary guarantors. Each of these covenants is subject to important exceptions and qualifications. In addition, certain of the restrictive covenants will not apply to us during any period when the New Notes are rated investment grade by both S&P and Moody's or, in certain circumstances, another rating agency selected by us, provided at such time no default under the indenture has occurred and is continuing. See "Description of the New Notes—Certain Covenants" and "Description of the New Notes—Consolidation, Merger, Sale of Assets, etc."

No Public Trading Market

 

Neither the Old Notes nor the August 2017 Notes are listed on any securities exchange or any automated dealer quotation system, and we do not intend to list the New Notes on any national securities exchange or automated dealer quotation system. Accordingly, there can be no assurance that a market for the New Notes will develop or as to the liquidity of any market that may develop.

Trustee

 

Wells Fargo Bank, National Association.

Governing Law

 

The New Notes and the indenture under which they will be issued will be governed by the laws of the State of New York.

Risk Factors

 

Investing in the New Notes involves risks. You should carefully consider the information under the section titled "Risk Factors" beginning on page 9 and all other information contained or incorporated by reference in this prospectus prior to investing in the New Notes. In particular, we urge you to carefully consider the information set forth in the section titled "Risk Factors" and in "Item 1A—Risk Factors" of our Annual Report for a description of certain risks you should consider before investing in the New Notes.

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