Filed pursuant to Rule 433
Free Writing Prospectus dated July 30, 2021
Registration Statement No. 333-258291-04
UNITED RENTALS (NORTH AMERICA), INC.
Pricing Term Sheet – July 30, 2021
$750,000,000 3.750% Senior Notes due 2032
The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated July 30, 2021, to the accompanying Prospectus dated July 30, 2021, filed as part of Registration Statement No. 333-258291-04.
| Issuer: | United Rentals (North America), Inc. (the “Issuer”) |
| Title of Securities: | 3.750% Senior Notes due 2032 (the “Notes”) |
| Aggregate Principal Amount: | $750,000,000 |
| Distribution: | SEC Registered |
| Gross Proceeds: | $750,000,000 |
| Net Proceeds (after underwriting discounts and commissions): | $744,375,000 |
| Maturity: | January 15, 2032 |
| Issue Price: | 100% |
| Coupon: | 3.750% |
| Yield to Maturity: | 3.750% |
| Interest Payment Dates: | January 15 and July 15 |
| Record Dates: | January 1 and July 1 |
| First Interest Payment Date: | January 15, 2022 |
| Optional Redemption: | Except as set forth below under “Optional Redemption with Equity Proceeds” and “Make-Whole Redemption”, the Issuer will not be entitled to redeem the Notes at its option prior to July 15, 2026.
The Issuer may, at its option, redeem some or all of the Notes at any time on or after July 15, 2026 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of each of the years indicated below: |
| Year | Percentage | |
| 2026 | 101.875% | |
| 2027 | 101.250% | |
| 2028 | 100.625% | |
| 2029 and thereafter | 100.000% |
| Optional Redemption with Equity Proceeds: | At any time on or prior to July 30, 2024, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 103.750% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date. |
| Make-Whole Redemption: | At any time prior to July 15, 2026, the Issuer may, at its option, redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date. |
| Change of Control: | Upon certain change of control events during a period when the change of control offer to purchase provisions under the Indenture apply, the Issuer must offer to repurchase the Notes at 101% of principal amount plus accrued and unpaid interest, if any, to the purchase date. |
| Trade Date: | July 30, 2021 |
| Settlement Date: | August 13, 2021 (T+10) |
| Extended Settlement: | Delivery of the Notes will be made against payment therefor on or about August 13, 2021, which will be the tenth business day following the date of pricing of the Notes, or “T+10.” Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the next seven succeeding business days will be required, by virtue of the fact that the Notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. |
| CUSIP/ISIN Numbers: | 911365 BP8 / US911365BP80 |
| Bookrunners: | Morgan Stanley & Co. LLC BofA Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. Scotia Capital (USA) Inc. MUFG Securities Americas Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC |
| Co-Managers: | Truist Securities, Inc. TD Securities (USA) LLC PNC Capital Markets LLC |
The Issuer has previously filed a registration statement (including a prospectus and a preliminary prospectus supplement) on Form S-3 with the Securities and Exchange Commission (the “SEC”), for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and post-effective amendment and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649 or by email at prospectus@morganstanley.com. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.