UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2011
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
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Delaware
Delaware
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001-14387
001-13663
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06-1522496
06-1493538 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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Five Greenwich Office Park
Greenwich, CT
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06831 |
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 622-3131
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Accounts Receivable Facility
Effective September 28, 2011, Credit Agricole Corporate and Investment Bank (f/k/a Calyon New York
Branch) (“Credit Agricole”), The Bank of Nova Scotia (“Scotia” and together with Credit Agricole,
the “Banks”), Atlantic Asset Securitization LLC (“Atlantic”), Liberty Street Funding LLC (“Liberty
Street”), United Rentals Receivables LLC II (the “SPV”), United Rentals, Inc. (the “Company”),
United Rentals (North America), Inc. (“URNA”) and United Rentals Northwest, Inc. (“URNW” and
together with URNA, the “Originators”) entered into (i) a Second Amended and Restated Purchase and
Contribution Agreement between the Originators, the Company and the SPV; and (ii) a Second Amended
and Restated Receivables Purchase Agreement between the SPV, as Seller, the Company, as Collection
Agent, Atlantic and Liberty Street, as Purchasers, Credit Agricole, as a bank, as purchaser agent
for Atlantic and as administrative agent, and Scotia, as a bank and as purchase agent for Liberty
(collectively, the “Amended and Restated Agreements”). The Amended and Restated Agreements replace
the comparable agreements that initially established an accounts receivable securitization facility
in May 2005 and were amended and restated as of December 22, 2008.
The
amended facility expires on September 26, 2012 and may be
extended on a 364 day basis by mutual agreement of the Company
and the purchasers under the facility. It provides for, among other things, a
decrease in the facility size from $325 to $300 million, and adjustments to the receivables
eligible for purchase. The amended facility provides for generally lower borrowing costs, including
pursuant to a modified pricing structure, which is based on commercial paper rates plus a specified
spread, and a commitment fee based on the utilization of the facility. Borrowings under the amended
facility will continue to be reflected as debt on our condensed consolidated balance sheets and
receivables in the collateral pool will be reflected as assets on our consolidated balance sheets.
Pursuant to the terms of the amended facility, borrowings are permitted only to the extent that the
face amount of the receivables in the collateral pool exceeds the outstanding loans by a specified
amount. The amended facility is structured so that the receivables in the collateral pool are the
lenders’ only source of repayment. Upon early termination of the facility, no new amounts will be
advanced under the facility and collections on the receivables securing the facility will be used
to repay the outstanding borrowings. The amended facility is subject to standard termination
events including, without limitation, a change of control of the Company, URNA or URNW, a failure
to make payments, a failure to comply with standard default, delinquency, dilution and days sales
outstanding covenants, or breach of certain financial ratio covenants under our credit facility.
The foregoing summary is qualified in its entirety by reference to the full texts of the Amended
and Restated Agreements. In connection with executing the Amended and Restated Agreements, the
Company also separately confirmed that its performance undertaking given in May 2005, in connection
with the initial establishment of the securitization facility, and confirmed in December 2008, in
connection with the first amendment and restatement of the securitization
facility, remains in full force and effect after the amendment and restatements.