Attached files
file | filename |
---|---|
EX-10.1 - EXHIBIT 10.1 - UNITED RENTALS NORTH AMERICA INC | c22892exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - UNITED RENTALS NORTH AMERICA INC | c22892exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
Delaware Delaware |
001-14387 001-13663 |
06-1522496 06-1493538 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Five Greenwich Office Park Greenwich, CT |
06831 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in the first paragraph of Item 1.01 of this Report under the heading
entitled Amended and Restated Accounts Receivable Facility is incorporated by reference under
this Item.
Item 9.01. Financial Statements and Exhibits.
10.1 | Second Amended and Restated Purchase and Contribution Agreement, dated as of September 28, 2011, by and among United Rentals Receivables LLC II, United Rentals, Inc., United Rentals (North America), Inc. and United Rentals Northwest, Inc. (without annexes) | |
10.2 | Second Amended and Restated Receivables Purchase Agreement, dated as of September 28, 2011, by and among Credit Agricole Corporate and Investment Bank, The Bank of Nova Scotia, Atlantic Asset Securitization LLC, Liberty Street Funding LLC, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 4, 2011
UNITED RENTALS, INC. |
||||
By: | /s/ Jonathan M. Gottsegen | |||
Name: | Jonathan M. Gottsegen | |||
Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
UNITED RENTALS (NORTH AMERICA), INC. |
||||
By: | /s/ Jonathan M. Gottsegen | |||
Name: | Jonathan M. Gottsegen | |||
Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Second Amended and
Restated Purchase and
Contribution Agreement,
dated as of September 28,
2011, by and among United
Rentals Receivables LLC
II, United Rentals, Inc.,
United Rentals (North
America), Inc. and United
Rentals Northwest, Inc.
(without annexes) |
|||
10.2 | Second Amended and
Restated Receivables
Purchase Agreement, dated
as of September 28, 2011,
by and among Credit
Agricole Corporate and
Investment Bank, The Bank
of Nova Scotia, Atlantic
Asset Securitization LLC, Liberty Street Funding
LLC, United Rentals
Receivables LLC II and
United Rentals, Inc.
(without annexes) |