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United Rentals Announces Pricing of Offering of $750 Million of 3.875% Senior Secured Notes due 2027

STAMFORD, Conn.–(BUSINESS WIRE)–United Rentals, Inc. (NYSE: URI) (“URI”) today announced that its subsidiary, United Rentals (North America), Inc. (“URNA”), has priced an offering of $750 million principal amount of 3.875% Senior Secured Notes due 2027 (the “Notes”) in a registered public offering.

The Notes offered by URNA will rank:

  • equally in right of payment with all of URNA’s existing and future senior indebtedness,
  • senior in right of payment to any of URNA’s existing and future subordinated indebtedness,
  • effectively senior to all of URNA’s existing and future unsecured senior indebtedness to the extent of the value of the collateral securing the Notes,
  • effectively junior to any of URNA’s existing and future first-priority lien indebtedness (including indebtedness under the ABL Facility (defined below) and URNA’s term credit facility) to the extent of the value of the collateral securing such indebtedness, and
  • effectively junior to any of URNA’s other existing and future indebtedness that is secured by assets that do not constitute collateral for the Notes to the extent of the value of such assets.

URNA’s obligations under the Notes will be guaranteed on a senior secured basis by URI and certain of URNA’s domestic subsidiaries.

Aggregate net proceeds from the sale of the Notes are expected to be approximately $741 million after underwriting discounts and commissions and payments of estimated fees and expenses. URNA intends to use the net proceeds from its offering of the Notes, together with borrowings of approximately $282 million under URNA’s senior secured asset-based revolving credit facility (the “ABL Facility”) to redeem all $1.0 billion principal amount of its 45/8% Senior Secured Notes due 2023 at a redemption price of 102.313% plus interest accrued to, but excluding, the date of redemption, and to pay related expenses. Pending the payment of the redemption price for the 45/8% Senior Secured Notes due 2023, the net proceeds from the offering of the Notes will be applied to reduce borrowings under the ABL Facility. URNA expects to then borrow under the ABL Facility to fund the redemption.

BofA Securities, Morgan Stanley, Wells Fargo Securities, Citigroup, Scotiabank, MUFG, Barclays, Deutsche Bank Securities and J.P. Morgan are the joint book-running managers for the offering, with BofA Securities serving as the lead book-running manager.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus.

URI and URNA have filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents URI and URNA have filed with the SEC for more complete information about them and these offerings. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus for the offerings may be obtained by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at [email protected].

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. We give no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward- looking statements.

You should carefully consider risks and uncertainties that affect our businesses described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. All forward-looking statements included in this document are based upon information available to URI on the date hereof; and URI assumes no obligations to update or revise any such forward-looking statements.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,172 rental locations in North America and 11 in Europe. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 18,900 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,000 classes of equipment for rent with a total original cost of $14.99 billion as of September 30, 2019. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

Contacts

Ted Grace

(203) 618-7122

Cell: (203) 399-8951

[email protected]

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