Item 1.01. Entry into a Material Definitive Agreement.
On June 26, 2020, United Rentals, Inc. (the "Company"), United Rentals (North
America), Inc. ("URNA") and United Rentals Receivables LLC II (the "SPV")
entered into Amendment No. 12 to Third Amended and Restated Receivables Purchase
Agreement and Amendment No. 7 to Third Amended and Restated Purchase and
Contribution Agreement (the "Amendment"), by and among URNA, as Originator, the
SPV, as Seller, the Company, as Collection Agent, Liberty Street Funding LLC, as
a Purchaser ("Liberty") and Gotham Funding Corporation, as a Purchaser
("Gotham", and together with Liberty, the "Purchasers"), The Bank of Nova
Scotia, as a Bank, as Administrative Agent and as the Purchaser Agent for
Liberty ("Scotia Capital" and the "Administrative Agent"), PNC Bank, National
Association, as a Bank and as the Purchaser Agent for itself ("PNC"), Truist
Bank (successor by merger to SunTrust Bank), as a Bank and as the Purchaser
Agent for itself ("Truist"), MUFG Bank, Ltd., as a Bank and as the Purchaser
Agent for Gotham ("MUFG"), and The Toronto-Dominion Bank, as a Bank and as the
Purchaser Agent for itself ("TD" and, together with Scotia Capital, PNC, Truist
and MUFG, the "Banks" and the "Purchaser Agents"), entered into 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 Third Amended and Restated Receivables Purchase Agreement,
dated as of February 1, 2013, Amendment No. 2 to Third Amended and Restated
Receivables Purchase Agreement and Amendment No. 1 to Third Amended and Restated
Purchase and Contribution Agreement, dated as of September 17, 2013, Amendment
No. 3 to Third Amended and Restated Receivables Purchase Agreement, dated as of
September 18, 2014, the Assignment and Acceptance Agreement and Amendment No. 4
to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 2
to Third Amended and Restated Purchase and Contribution Agreement, dated as of
September 1, 2015, the Assignment and Acceptance Agreement and Amendment No. 5
to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 3
to Third Amended and Restated Purchase and Contribution Agreement, dated as of
August 30, 2016, the Assignment and Acceptance Agreement and Amendment No. 6 to
Third Amended and Restated Receivables Purchase Agreement and Amendment No. 4 to
Third Amended and Restated Purchase and Contribution Agreement, dated as of
August 29, 2017, Amendment No. 7 to Third Amended and Restated Receivables
Purchase Agreement, dated as of December 1, 2017, Amendment No. 8 to Third
Amended and Restated Receivables Purchase Agreement and Amendment No. 5 to Third
Amended and Restated Purchase and Contribution Agreement, dated as of June
29, 2018, Amendment No. 9 to Third Amended and Restated Receivables Purchase
Agreement, dated as of December 31, 2018, Assignment and Acceptance Agreement
and Amendment No. 10 to Third Amended and Restated Receivables Purchase
Agreement and Amendment No. 6 to Third Amendment and Restated Purchase and
Contribution Agreement, dated as of June 28, 2019, Amendment No. 11 to Third
Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2020,
and 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. 2 to Third Amended and Restated
Receivables Purchase Agreement and Amendment No. 1 to Third Amended and Restated
Purchase and Contribution Agreement, dated as of September 17, 2013, the
Assignment and Acceptance Agreement and Amendment No. 4 to Third Amended and
Restated Receivables Purchase Agreement and Amendment No. 2 to Third Amended and
Restated Purchase and Contribution Agreement, dated as of September 1, 2015, the
Assignment and Acceptance Agreement and Amendment No. 5 to Third Amended and
Restated Receivables Purchase Agreement and Amendment No. 3 to Third Amended and
Restated Purchase and Contribution Agreement, dated as of August 30, 2016, the
Assignment and Acceptance Agreement and Amendment No. 6 to Third Amended and
Restated Receivables Purchase Agreement and Amendment No. 4 to Third Amended and
Restated Purchase and Contribution Agreement, dated as of August 29, 2017,
Amendment No. 8 to Third Amended and Restated Receivables Purchase Agreement and
Amendment No. 5 to Third Amended and Restated Purchase and Contribution
Agreement, dated as of June 29, 2018, Assignment and Acceptance Agreement and
Amendment No. 10 to Third Amended and Restated Receivables Purchase Agreement
and Amendment No. 6 to Third Amended and Restated Purchase and Contribution
Agreement, dated as of June 28, 2019, and the Amendment, the "Contribution
Agreement"). All capitalized terms not defined herein shall have the meanings
assigned to them in the Amendment or the Receivables Purchase Agreement, as
applicable.
Pursuant to the Amendment, the expiration date of the facility was extended
until June 25, 2021 and may be further extended on a 364-day basis by mutual
agreement of the Company and the purchasers under the facility. 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. Additionally, the
Purchase Limit for the facility and the aggregate commitments of the Banks under
the facility were decreased from $975,000,000 to $800,000,000.
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 the financial ratio covenant under URNA's credit 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 is
incorporated by reference under this Item.
Item 9.01. Financial Statements and Exhibits.
10.1 Amendment No. 12 to Third Amended and Restated Receivables Purchase
Agreement and Amendment No. 7 to Third Amended and Restated Purchase and
Contribution Agreement, dated as of June 26, 2020, 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, Truist Bank,
National Association, MUFG Bank, Ltd., and The Toronto-Dominion Bank.
104 Cover Page lnteractive Data File (embedded within the Inline XBRL
document).
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