United Rentals Offers $1.5 Billion Senior Notes to Finance RSC Acquisition

United Rentals this week announced that its subsidiary, UR Financing Escrow Corp., is offering $1.55 billion aggregate principal amount of senior unsecured notes and $650 million aggregate principal amount of senior secured notes, in each case to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended and outside the United States in accordance with Regulation S under the Securities Act.

The gross proceeds from the notes offerings will be placed into escrow pending the consummation of the merger transaction with RSC Holdings Inc. Following release of the proceeds of the offerings from escrow, the company intends to use the net proceeds from the offerings to pay the cash consideration to be paid in the merger transaction, to refinance RSC’s existing senior secured indebtedness and to pay related fees and expenses.

If the escrow conditions are not satisfied on or prior to Sept. 15, or the company provides notice of the occurrence of certain events to the escrow agent prior to Sept. 15, UR Financing will be required to redeem the notes in full from the holders of notes at a price equal to 100 percent of the issue price of the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

United Rentals, RSC and their respective directors and executive officers and certain members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of United Rentals and RSC in connection with the proposed merger of United Rentals and RSC.

United Rentals is No. 1 on the RER 100. Scottsdale, Ariz.-based RSC Equipment Rental is No. 2.

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