Item 1.01. Entry into a Material Definitive Agreement.
ABL Credit Agreement Amendment
Effective November 12, 2009, RSC Holdings II, LLC (“RSC II”), RSC Holdings III, LLC (“RSC III”),
RSC Equipment Rental, Inc. (“RSC”) and RSC Equipment Rental of Canada Ltd. (“RSC Canada” and
together with RSC III and RSC, the “Borrowers” and the Borrowers together with RSC II, the “RSC
Entities”) entered into an amendment (the “ABL Credit Agreement Amendment”) to the Borrowers’
senior secured asset-based loan facility (the “Senior ABL Revolving Facility”) which is governed by
a credit agreement, dated as of November 27, 2006 and as amended and restated as of July 30, 2009
(the “ABL Credit Agreement”), among the RSC Entities, 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, and the other financial institutions party
thereto from time to time, in order to permit the Borrowers to prepay indebtedness under the Second
Lien Term Facility (as defined below) 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 foregoing description of the ABL Credit Agreement Amendment does not purport to be complete and
is qualified in its entirety by reference to the ABL Credit Agreement Amendment, which is filed as
Exhibit 10.1 hereto and incorporated into this report by reference.
Second Lien Credit Agreement Amendment
Effective November 12, 2009, RSC Holdings II, LLC (“RSC II”), RSC Holdings III, LLC (“RSC III”) and
RSC Equipment Rental, Inc. (“RSC” and together with RSC III, the “Borrowers” and the Borrowers
together with RSC II, the “RSC Entities”) entered into the second amendment (the “Second Lien
Credit Agreement Amendment”) to the Borrowers’ senior secured second-lien term loan facility (the
“Second Lien Term Facility”), which is governed by a credit agreement, dated as of November 27,
2006 (the “Second Lien Credit Agreement”), as amended, among the RSC Entities, Deutsche Bank AG,
New York Branch, as administrative agent and collateral agent, and the other financial institutions
party thereto, in order to permit the Borrowers to issue unsecured notes (“Permitted Unsecured
Notes”) (including guarantees in respect thereof) without having indebtedness incurred in
connection with any such issuances count against the general debt basket or any other debt
incurrence requirement under the Second Lien Term Facility as long as the proceeds from any such
issuance are used within four business days of their receipt to repay indebtedness outstanding
under the Second Lien Term Facility. The Second Lien Credit Agreement Amendment also re-sets the
general debt basket under the Second Lien Term Facility to the extent that the general debt basket
was utilized to incur indebtedness in connection with the previously announced issuance by the
Borrowers of $200 million of their 101/4% unsecured senior notes due 2019. In addition, the
Second Lien Credit Agreement Amendment prohibits the RSC Entities from making optional prepayment
in respect of Permitted Unsecured Notes (subject to certain exceptions), repurchasing Permitted
Unsecured Notes upon a “change of control” unless outstanding amounts under the Second Lien Term
Facility are paid in full or the Borrowers make an offer to pay such amounts, or making certain
amendments to the documents governing the Permitted Unsecured Notes.
The foregoing description of the Second Lien Credit Agreement Amendment does not purport to be
complete and is qualified in its entirety by reference to the Second Lien Credit Agreement
Amendment, which is filed as Exhibit 10.2 hereto and incorporated into this report by reference.
Indenture
On November 17, 2009, RSC Holding III, LLC (“RSC III”) and RSC Equipment Rental, Inc. (“RSC” and
together with RSC III, the “Issuers”), each indirect subsidiaries of RSC Holdings Inc., completed
an offering of $200 million aggregate principal amount of 101/4% senior unsecured notes due 2019 (the
“Senior Notes”). The Senior Notes were sold to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the
United States in accordance with Regulations S under the Securities Act.
On November 17, 2009, the Issuers and certain domestic subsidiaries of RSC III, if any, from time
to time (“Subsidiary Guarantors”) entered into an indenture (the “Indenture”) with Wells Fargo
Bank, National Association, as trustee (the “Trustee”), relating to the Senior Notes. The Senior
Notes mature on November 15, 2019 and bear interest at a rate of 101/4% per year payable
semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2010.
The Issuers may redeem some or all of the Senior Notes, at their option, at any time and from time
to time on and after November 15, 2014, at the redemption prices (expressed as percentages of
principal amount of the Senior Notes to be redeemed) set forth in the table below, plus accrued and
unpaid interest, if any, to the relevant redemption date, if redeemed during the twelve-month
period beginning on November 15 of the years set forth below:
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| Redemption Period |
|
Price |
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2014 |
|
|
105.125 |
% |
2015 |
|
|
103.417 |
% |
2016 |
|
|
101.708 |
% |
2017 and thereafter |
|
|
100.000 |
% |
At any time prior to November 15, 2014, the Senior Notes may be redeemed or purchased (by the
Issuers or any other Person (as defined in the Indenture)) in whole or in part, at the Issuers’
option at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed
plus the Applicable Premium (as defined in the Indenture) as of, and accrued and unpaid interest, if any, to, the date of
redemption or purchase (the “Redemption Date”). Upon the occurrence of certain change of control
events, the Issuers must offer to repurchase the Senior Notes at a price of 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date. At any
time and from time to time on or prior to November 15, 2012, the Issuers at their option may redeem
Senior Notes in an aggregate principal amount equal to up to 35% of the original aggregate
principal amount of the Senior Notes with funds in an equal aggregate amount not exceeding the
aggregate proceeds of one or more equity offerings at a redemption price (expressed as a percentage
of principal amount thereof) of 110.250%, plus accrued and unpaid interest, if any, to the
Redemption Date; provided, however, that if Senior Notes are redeemed, an aggregate principal
amount of Senior Notes equal to at least 65% of the aggregate principal amount of Senior Notes
issued under the Indenture must remain outstanding after each such redemption of Senior Notes.
The Indenture contains restrictive covenants that, among other things, limit the Issuers’ ability
and the ability of their restricted subsidiaries to incur additional debt; pay dividends or
distributions on their capital stock or repurchase their capital stock; make certain investments;
create liens on their assets to secure debt; enter into certain transactions with affiliates;
create limitations on the ability of the restricted subsidiaries to make dividends or distributions
to their respective parents; merge or consolidate with another company; and transfer and sell
assets.
The Indenture provides for customary events of default for unsecured notes indebtedness. If an
event of default (other than a default relating to certain events of bankruptcy, insolvency or
reorganization of either Issuer) occurs and is continuing under the Indenture, the Trustee by
notice to the Issuers or the holders of at least 25% in principal amount of the outstanding Senior
Notes by notice to the Issuers and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Senior Notes to be due and payable. Upon the effectiveness of such a
declaration, such principal and interest will be due and payable immediately. If an event of
default relating to certain events of bankruptcy, insolvency or reorganization of either Issuer
occurs and is continuing, the principal of
and accrued but unpaid interest on all the Senior Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any applicable holders. Under
certain circumstances, the holders of a majority in principal amount of the outstanding Senior
Notes may rescind any such acceleration with respect to the Senior Notes and its consequences.
The foregoing description of the Indenture does not purport to be complete and is qualified in its
entirety by reference to the Indenture, which is filed as Exhibit 4.1 hereto and incorporated into
this report by reference.
Registration Rights Agreement
In connection with the issuance of the Senior Notes, the Issuers entered into a registration rights
agreement, dated as of November 17, 2009, with the initial purchasers of the Senior Notes (the
“Registration Rights Agreement”), obligating the Issuers, to use their commercially reasonable
efforts to file with the Securities and Exchange Commission (the “Commission”) and cause to become
effective a registration statement relating to an offer to exchange the Senior Notes for new notes
evidencing the same continuing indebtedness as the Senior Notes with terms substantially identical
to the Senior Notes. If applicable interpretations of the staff of the Commission do not permit the
Issuers to effect the exchange offer or in certain other circumstances set forth in the
Registration Rights Agreement, the Issuers will be required to use their commercially reasonable
efforts to make available an effective shelf registration statement relating to resales of any
Senior Notes. In the event that the Issuers default on these obligations, they will be required to
pay additional interest on the Senior Notes with respect to which such default exists until the
default is cured.
The foregoing description of the Registration Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as
Exhibit 4.2 hereto and incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
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Exhibit 4.1
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Indenture, dated as of November 17, 2009, by and among RSC
Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo
Bank, National Association, as Trustee. |
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Exhibit 4.2
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Registration Rights Agreement, dated as of November 17, 2009,
by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC
and Deutsche Bank Securities Inc. and the other initial
purchasers named therein. |
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Exhibit 10.1
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First Amendment to Amended and Restated Credit Agreement,
dated as of November 9, 2009, by and among RSC Holdings II,
LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC
Equipment Rental of Canada Ltd., Deutsche Bank AG, New York
Branch, as U.S. collateral agent and U.S. administrative
agent, Deutsche Bank AG, Canada Branch, as Canadian
administrative agent and Canadian collateral agent, and the
other financial institutions party thereto. |
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Exhibit 10.2
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Second Amendment to Second-Lien Term Loan Credit Agreement,
dated as of November 9, 2009, by and among RSC Holdings II,
LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc.,
Deutsche Bank AG, New York Branch, as administrative agent,
and the other financial institutions party thereto. |