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 18, 2014
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14387 | 06-1522496 | ||
| Delaware | 001-13663 | 86-0933835 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 First Stamford Place, Suite 700 Stamford, Connecticut | 06902 | |
| (Address of Principal Executive Offices) | (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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
Amendment to the Accounts Receivable Facility
On September 18, 2014, Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement (the “Amendment”), dated as of September 18, 2014, among United Rentals (North America), Inc. (“URNA”), as Originator, United Rentals Receivables LLC II (the “SPV”), as Seller, United Rentals, Inc. (the “Company”), as Collection Agent, Liberty Street Funding LLC (“Liberty”) and Gotham Funding Corporation (“Gotham”) as Purchasers, The Bank of Nova Scotia (“Scotia”), as Purchaser Agent for Liberty, as Administrative Agent and as a Bank, PNC Bank, National Association, as Purchaser Agent for itself and as a Bank, SunTrust Bank (“ST”), as Purchaser Agent for itself and as a Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), as Purchaser Agent for Gotham and as a Bank, with respect to (i) the Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012 (as amended by the Assignment and Acceptance Agreement and Amendment No. 1 to the Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, Amendment No. 2 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 17, 2013, and by the Amendment, the “Receivables Purchase Agreement”) and (ii) the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012 (as amended by Amendment No. 1 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 17, 2013, and as extended by the Amendment, the “Contribution Agreement”), became effective. All capitalized terms not defined herein shall have the meanings assigned to them in the Amendment.
Pursuant to the Amendment, the expiration date of the facility was extended until September 17, 2015 and may be further extended on a 364-day basis by mutual agreement of the Company and the purchasers under the facility. The Amendment provides for, among other things, (i) certain additional representations and warranties and covenants regarding compliance with laws (including sanctions laws) and (ii) certain additional tax provisions. Advances 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, advances will continue to be permitted only to the extent that the face amount of the eligible receivables in the collateral pool exceeds the outstanding loans by a specified amount. The amended facility will also continue to be structured so that the receivables in the collateral pool are the lenders’ only source of repayment. Upon early termination of the amended 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 advances. The amended facility is subject to standard termination events including, without limitation, a change of control of the Company or URNA, 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.
In connection with the Amendment, effective September 18, 2014, the SPV consented to the assignment by Bank of America, National Association of the entirety of its respective rights and obligations under the Receivables Purchase Agreement to ST. As a result, Bank of America, National Association withdrew from the facility.
The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, as well as the Receivables Purchase Agreement and the Contribution Agreement, as amended. In connection with the Amendment, the Company confirmed its performance undertaking originally given in May 2005 in connection with the initial establishment of the securitization facility, as amended and restated in September 2012 in connection with an amendment and restatement of the securitization facility.
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| 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 “Amendment to the Accounts Receivable Facility” is incorporated by reference under this Item.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch. |
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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: September 19, 2014
| 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 | |||
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EXHIBIT INDEX
Exhibit | Description | |
| 10.1 | Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch. | |
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