Table of Contents
DESCRIPTION OF THE NEW NOTES
We will issue the 4.875% Senior Notes due 2028 (the "New Notes") under the indenture (the "Indenture"), dated as of August 11, 2017,
among us, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Indenture governs $925,000,000 principal amount of our 4.875% Senior Notes due 2028 issued on
August 11, 2017 (the "August 2017 Notes" and, together with the New Notes, the "Notes").
terms of the New Notes will be identical to those of the August 2017 Notes and will include those terms expressly set forth in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following description is a summary of the material provisions of the New Notes and the Indenture and does not
purport to be complete. This summary is subject to and is qualified by reference to all of the provisions of the New Notes and the Indenture, including the definitions of certain terms used in the
Indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the
New Notes. Copies of the Indenture are available as set forth below under "Additional Information."
terms used in this description are defined under the caption "Certain Definitions." Defined terms used in this
description but not defined under "Certain Definitions" will have the meanings assigned to them in the Indenture. Unless the context
otherwise requires, references to "New Notes" include the New Notes offered hereby and any Additional New Notes (as defined below). In this description,
the words "Company," "we" and "our" refer only to United
Rentals (North America), Inc. and not to any of its subsidiaries.
Old Notes and New Notes Will Not Represent Same Debt
The New Notes will be issued solely in exchange for an equal principal amount of Old Notes pursuant to the Exchange Offer. However, the New
Notes are being issued as additional August 2017 Notes and will not be entitled to the benefits of the indenture governing the Old Notes nor treated as a single class of debt securities with the Old
Notes. The New Notes will be entitled to the benefits of the Indenture and will have identical terms, be fungible with and be part of a single series of senior debt securities with the August 2017
Notes. If the Exchange Offer is consummated, holders of the Old Notes who do not exchange their Old Notes for New Notes will not vote together with holders of the New Notes.
Brief Description of the Notes
The Notes will be:
- general unsecured obligations of the Company;
- pari passu in right of payment with all existing and future senior Indebtedness of the Company;
- effectively junior to all of the Company's existing and future secured Indebtedness to the extent of the value of the collateral securing such
- senior in right of payment to any existing and future Subordinated Indebtedness of the Company; and
- guaranteed by Holdings and the Subsidiary Guarantors.
Company's Subsidiaries, with limited exceptions, are "Restricted Subsidiaries." As of and for the nine months ended September 30, 2017 the Unrestricted Subsidiaries
represented 7% of Holdings' total assets and had no revenue. Under the circumstances described below in the definition of "Unrestricted Subsidiary," the Company will be permitted to designate certain
of its other Subsidiaries as "Unrestricted Subsidiaries." The Company's Unrestricted Subsidiaries will not be subject to many of