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United Rentals

UNITED RENTALS NORTH AMERICA INC filed this Form 424B3 on 11/06/2017
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The Exchange Offer

The Exchange Offer

  The Exchange Offer relates to the exchange of up to $750,000,000 aggregate principal amount of outstanding 4.875% Senior Notes due 2028 issued on September 22, 2017 (the "Old Notes"), for an equal aggregate principal amount of 4.875% Senior Notes due 2028 (the "New Notes").


We will exchange all outstanding Old Notes issued that are validly tendered and not validly withdrawn. However, you may only exchange Old Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


The form and terms of the New Notes will be substantially identical to the form and terms of the corresponding outstanding Old Notes, except that the New Notes will not contain the mandatory redemption provisions applicable to the Old Notes relating to the Neff Acquisition and will be issued under a separate indenture. The New Notes will be issued 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 our August 2017 Notes.

Expiration Date


Our Exchange Offer expires at 5:00 p.m., New York City time, on December 6, 2017 (the "Expiration Date"), unless we extend the Expiration Date. We may extend the Expiration Date of the Exchange Offer for any reason.

Resale of New Notes


We believe that you may offer for resale, resell and otherwise transfer your New Notes without compliance with the registration and prospectus delivery provisions of the Securities Act if you are not our affiliate and you acquire the New Notes issued in the exchange offer in the ordinary course.


You must also represent to us that you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes we issue to you in the Exchange Offer.


Each broker-dealer that receives New Notes in the Exchange Offer for its own account in exchange for Old Notes that it acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes issued in the Exchange Offer.