Item 1.01. Entry into a Material Definitive Agreement.
On June 24, 2022, United Rentals, Inc. (the "Company"), United Rentals (North
America), Inc. ("URNA") and United Rentals Receivables LLC II (the "SPV")
entered into Amendment No. 14 to Third Amended and Restated Receivables Purchase
Agreement and Amendment No. 8 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"), Gotham Funding Corporation, as a Purchaser ("Gotham")
and GTA Funding LLC, as a Purchaser ("GTA", and together with Liberty and
Gotham, 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 GTA ("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,
Amendment No. 12 to Third Amended and Restated Receivables Purchase Agreement,
dated as of June 26, 2020, Amendment No. 13 to Third Amended and Restated
Receivables Purchase Agreement, dated as of June 25, 2021, 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, Amendment No. 7 to Third Amended and Restated Purchase and
Contribution Agreement, dated as of June 26, 2020, 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 (as amended, the
"Amended A/R Facility") was extended until June 24, 2024 and may be further
extended on a 364-day basis by mutual agreement of the Company and the
purchasers under the Amended A/R Facility. The Amendment also provides for the
addition of GTA as a Purchaser and the appointment of TD as Purchaser Agent for
GTA under the Receivables Purchase Agreement. Advances under the Amended A/R
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 Amended A/R Facility and the aggregate commitments of the Banks under the
Amended A/R Facility were increased from $900,000,000 to $1,100,000,000. The
Amendment also effected a transition of the benchmark interest rate from the
London interbank offered rate ("LIBOR") to the forward-looking term rate based
on the secured overnight financing rate ("Term SOFR"), by replacing LIBOR with
Term SOFR for one month interest periods, plus a fixed credit spread adjustment
of 10 basis points.
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Pursuant to the terms of the Amended A/R 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 A/R 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 A/R Facility, no new amounts will be advanced under
the Amended A/R Facility and collections on the receivables securing the Amended
A/R Facility will be used to repay the outstanding advances. The Amended A/R
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.
In connection with the Amended A/R Facility, URNA also entered into a separate
uncommitted repurchase facility (the "Repurchase Facility") pursuant to which it
may obtain short-term financing in an amount up to $100,000,000, secured by a
subordinated note issued by the SPV to URNA. Any such repurchase transaction
will have a one-month maturity unless terminated earlier as a result of a
termination event under the Amended A/R Facility or the occurrence of any other
event of default under the Repurchase Facility. The Company will guarantee the
obligations of URNA under the Repurchase 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. 14 to Third Amended and Restated Receivables Purchase
Agreement and Amendment No. 8 to Third Amended and Restated Purchase and
Contribution Agreement, dated as of June 24, 2022, by and among United
Rentals (North America), Inc., United Rentals Receivables LLC II, United
Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, GTA
Funding LLC, The Bank of Nova Scotia, PNC Bank, National Association, Truist
Bank, National Association, MUFG Bank, Ltd., and The Toronto-Dominion Bank.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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