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): November 2, 2009
RSC HOLDINGS INC.
RSC HOLDINGS III, LLC
RSC EQUIPMENT RENTAL, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| DELAWARE
|
|
001-33485
|
|
22-1669012 |
| DELAWARE
|
|
333-144625-01
|
|
41-2218971 |
| ARIZONA
|
|
333-144625
|
|
86-0933835 |
| (State of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| 6929 E. Greenway Parkway, Suite 200 |
| Scottsdale, Arizona
|
| (Address of principal executive offices)
|
| |
|
|
85254
(Zip Code) |
| |
| (480) 905-3300 |
| (Registrant’s telephone number) |
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
Pursuant to Regulation FD, each registrant furnishes the information set forth below. Such
information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into any of the filings of such
registrant under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, whether made before or after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set forth by specific reference in such a
filing.
Proposed Unregistered Senior Notes Offering
On
November 2, 2009, RSC Equipment Rental, Inc. (“RSC”) and RSC Holdings III, LLC (together with
RSC, the “Issuers”), each an indirect subsidiary of RSC Holdings Inc. (“RSC Holdings”), initiated
an offering of senior notes due 2019 (the “Senior Notes”) in an aggregate principal
amount of $200 million. The Issuers intend to use the
proceeds from the sale of the Senior Notes to repay a portion of their borrowings under
their Second Lien Term Facility (as defined below).
The Senior Notes will be offered only to qualified institutional buyers under Rule
144A under the Securities Act, and to persons outside the United States under Regulation S under
the Securities Act. The Senior Notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
The
offering of the Senior Notes is not conditioned upon the
effectiveness of either the ABL Amendment or the Second Lien
Amendment (each as defined below).
Proposed Credit Agreement Amendments
The Issuers intend to begin soliciting consents to (i) amendments (the “ABL
Amendment”) to their credit agreement (the “Senior ABL Revolving Facility”) among
RSC Holdings II, the Issuers, any other borrowers party thereto from time to time, RSC
Equipment Rental of Canada Ltd., Deutsche Bank AG, New York Branch, as U.S.
administrative agent and U.S. collateral agent, Deutsche Bank AG, Canada Branch, as
Canadian administrative agent and Canadian collateral agent, the lenders party thereto
from time to time, Wells Fargo Bank, N.A., as syndication agent, Bank of America, N.A.
and JPMorgan Chase Bank, N.A., as co-documentation agents, and Deutsche Bank
Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wells
Fargo Securities, LLC, as joint lead arrangers and joint book managers and (ii)
amendments (the “Second Lien Amendment”) to their credit agreement (the “Second
Lien Term Facility”) among RSC Holdings II, the Issuers, any other borrowers party
thereto from time to time, Deutsche Bank AG, New York Branch, as administrative
agent, the lenders party thereto from time to time, Citicorp North America, Inc., as
syndication agent, GE Capital Markets, Inc., as Senior Managing Agent, General Electric
Capital Corporation, as documentation agent, and Deutsche Bank Securities Inc. and
Citigroup Global Markets, Inc., as joint lead arrangers and joint book managers.
The ABL Amendment will permit the Issuers to prepay indebtedness under the
Second Lien Term Facility and redeem or repurchase senior unsecured notes, in each case
with the proceeds from the issuance of permitted refinancing indebtedness without
complying with the payment conditions set forth in the Senior ABL Revolving Facility.
The Second Lien Amendment will permit the Issuers to issue senior unsecured notes, and
indebtedness incurred in connection with any such issuances will not count against the
general debt basket or any other debt incurrence requirement under the Second Lien
Term Facility; provided that the proceeds from any
such issuance of senior unsecured notes are used to repay indebtedness outstanding under
the Second Lien Term Facility. In addition to any senior unsecured
notes issued in accordance with the Second Lien Amendments, the Issuers will also be able to
incur indebtedness in connection with the issuance of additional senior unsecured notes in an
amount equal to the capacity available under the $275 general debt basket under the Second Lien
Term Facility without being required to use the proceeds from such issuances to repay
indebtedness under the Second Lien Term
Facility. As of the date of
this Report, the Issuers had $275 million of availability under the general debt basket,
and the incurrence of indebtedness in connection with the issuance of the Senior Notes will
utilize $200 million capacity under the basket. The Second Lien Amendments will also re-set the general debt basket under the
Second Lien Term Facility to
the extent that the general debt basket has been previously utilized to incur indebtedness
in connection with the issuance of the Senior Notes described above.
The
solicitation with respect to the ABL Amendment and the
Second Lien Amendment has not been launched as of the date of this
Report, and there can be no guarantee that the Issuers will receive
the requisite consents necessary to effect the proposed amendments.
2
Forward-Looking Statements
This report contains certain “forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. These statements are based on management’s
current expectations and are subject to uncertainty and changes in factual circumstances. The
forward-looking statements herein include statements regarding the
offering of the Senior Notes, the ABL Amendment and the Second Lien
Amendment.
In addition, forward-looking statements generally can be identified by the use of
forward-looking terminology such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”,
“anticipate”, “believe” or “continue” or the negative thereof or variations thereon or similar
terminology. Actual results and developments may therefore differ materially from those described
in this release.
The registrants caution therefore that undue reliance should not be placed on these
forward-looking statements. It is important to understand that the risks and uncertainties
discussed in “Risk Factors” and elsewhere in each registrant’s most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q, each as amended, as applicable, filed with the United States Securities and Exchange Commission
could affect the registrants’ future results and could cause those results or other outcomes to
differ materially from those expressed or implied in the registrants’ forward-looking statements.
These forward-looking statements are not guarantees of future performance and speak only as of
the date hereof, and, except as required by law, the registrants disclaim any obligation to update
these forward-looking statements to reflect future events or circumstances.
Nothing in this Form 8-K constitutes an offer to sell or the solicitation of an offer to buy any
securities, including the Senior Notes.
3