RSC Holdings III, LLC operates as an equipment rental provider in North America. The company rents various construction and industrial equipment comprising approximately 900 categories of equipment, including backhoes, forklifts, air compressors, scissor lifts, aerial work platform booms, skid-steer loaders, pumps, generators, welders, and electric hand tools. It also sells used equipment, parts, merchandise, and supplies for maintenance, repair, and operations, such as safety equipment comprising hard hats and goggles; consumables consisting of blades and gloves; tools, including ladders and shovels; other ancillary products; and new equipment. It serves various industries, such as petroche...
6929 East Greenway Parkway
Scottsdale, AZ 85254
RSC Holdings Announces Conditional Redemption of Notes Issued by RSC Equipment Rental, Inc. and RSC Holdings III, LLC
Mar 28 12
RSC Holdings Inc. announced that it delivered a notice of redemption, subject to the satisfaction of certain conditions, for all its outstanding 9.5% Senior Notes due 2014 (CUSIP Numbers 76010RAA6/U76032AA6/76010RAC2) and for all its outstanding 10% Senior Secured Notes due 2017 (CUSIP Numbers 78108AAA2, U74978AA2) each, issued by RSC Equipment Rental, Inc. (the 'Company') and RSC Holdings III, LLC (the 'Co-Issuer' and together with the Company, the 'Issuers'). A notice of redemption (the '2014 Redemption Notice') pursuant to the terms of the indenture governing the 2014 Notes and a notice of redemption (the '2017 Redemption Notice') pursuant to the terms of the indenture governing the 2017 Notes, are being distributed by Wells Fargo Bank, National Association, the trustee under the 2014 Indenture and the 2017 Indenture. The 2014 Redemption Notice issued stated that the redemption date is to be no earlier than April 30, 2012, or such later date as when the conditions precedent are satisfied (the '2014 Redemption Date'), and the redemption price is 102.375% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the 2014 Redemption Date. The 2017 Redemption Notice issued stated that the redemption date is to be no earlier than April 30, 2012, or such later date as when the conditions precedent are satisfied (the '2017 Redemption Date'), and the redemption price is 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the 2017 Redemption Date, plus an applicable premium, as calculated in the 2017 Redemption Notice, as of the 2017 Redemption Date. In each case, the redemption may not occur and the applicable redemption notice may be rescinded if the applicable conditions precedent is not satisfied. Each of the 2014 Redemption Notice and the 2017 Redemption Notice provides that payment of the applicable Redemption Price and performance of the Issuers' obligations with respect to the applicable redemption may be performed by UR Merger Sub Corporation, a wholly owned subsidiary of United Rentals, Inc. The conditions precedent are: the merger of RSC Holdings, the indirect parent of the Issuers, with and into United Rentals, Inc., pursuant to the Agreement and Plan of Merger, dated as of December 15, 2011, between RSC Holdings Inc. and United Rentals Inc., as amended from time to time; the merger of the Company with and into the Co-Issuer; the merger of the Co-Issuer with and into UR Merger Sub pursuant to and in accordance with the Merger Agreement; the assumption by UR Merger Sub of the rights and obligations of the Company and Co-Issuer under the applicable indenture; the release from escrow of the proceeds of the issuance of notes by an affiliate of UR Merger Sub in an aggregate principal amount of $2.728 billion (or such other amount as may be determined by UR Merger Sub in its sole and absolute discretion) and the assumption by UR Merger Sub of the obligations under the Merger Financing Notes; and all other transactions relating to the foregoing.