8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):December 7, 2022

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in itscharter)

Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 First Stamford Place, Suite 700
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Stamford, Connecticut	06902
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, includingarea code:

(203

) 622-3131

(Former name or former address, if changed sincelast report)

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:

¨	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on whichregistered
Common Stock, $.01 par value, of URI	URI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK	0001047166
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2022-12-7
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging growth company	false
Item 2.01.	Completion of Acquisition or Disposition of Assets.
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As previously reported, on November 11, 2022, United Rentals (North America), Inc. (“URNA”), a Delaware corporation and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), entered into an Asset Purchase Agreement (the “Agreement”) with Ahern Rentals, Inc., a Nevada corporation, and Xtreme Re-Rental, LLC, a Nevada limited liability company (collectively, the “Sellers”, and each a “Seller”), pursuant to which URNA agreed to purchase from the Sellers substantially all of the assets of the Sellers that is related to their business of renting equipment and sales of new and used equipment in the United States, subject to certain specified exceptions as specified in the Agreement (the “Business”). On December 7, 2022, URNA completed its acquisition of the Business for an aggregate purchase price of $2,000,000,000 (subject to certain post-closing adjustments pursuant to the terms of the Agreement), comprised of all cash. URNA funded the transaction with borrowings under its senior secured asset-based loan facility and newly issued senior secured notes, as described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2022.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 14, 2022 and incorporated herein by reference.

Item 7.01.	Regulation FD Disclosure.

On December 7, 2022, URI issued a press release announcing the closing of the acquisition of the Business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

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Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Asset Purchase Agreement, dated as of November 11, 2022, by and among United Rentals (North America), Inc., Ahern Rentals, Inc., and Xtreme Re-Rental, LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on November 14, 2022).
99.1	Press Release of United Rentals, Inc., dated as of December 7, 2022, announcing the closing of United Rentals’ acquisition of Ahern Rentals, Inc.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED RENTALS, INC.
Dated: December 7, 2022	By:	/s/ Joli Gross
		Name:	Joli Gross
		Title:	Senior Vice President, General Counsel and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
---	---	---
By:	/s/ Joli Gross
	Name:	Joli Gross
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

United Rentals, Inc.

100 First Stamford Place, Suite 700

Stamford, CT 06902

Telephone: 203 622 3131

unitedrentals.com

United Rentals Completes Acquisition of AhernRentals

STAMFORD, Conn. – December 7, 2022 – United Rentals, Inc. (NYSE: URI) today announced that it has completed its previously announced acquisition of the assets of Ahern Rentals, Inc. for approximately $2.0 billion in cash. The transaction and related expenses were funded through a combination of newly issued senior secured notes and existing capacity under the company’s ABL facility.

The transaction adds approximately 2,100 employees, 60,000 rental assets and 106 locations to United Rentals in the United States, and makes the company’s specialty rental solutions available to thousands of new construction and industrial customers.

Matthew Flannery, chief executive officer of United Rentals, said, “Today we completed the Ahern acquisition on schedule and welcomed over two thousand colleagues to Team United. The integration is off to a strong start, giving us significantly more capacity to serve our expanded customer base. This transaction strengthens our positioning for the robust demand we expect in 2023, while also aligning with our longer-term strategy to ‘grow the core’ to drive greater shareholder value.”

The company will issue its 2023 guidance in January, reflecting a full year of beneficial impact from the combination.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,449 rental locations in North America, 13 in Europe, 27 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 24,700 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,700 classes of equipment for rent with a total original cost of $19.3 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within themeaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995,known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materiallyfrom those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you shouldnot place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipatedbenefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. United Rentalsundertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projectionsabout the business and future financial results of the equipment rental industry, and other legal, regulatory and economic developments.We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify theseforward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materiallyfrom the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those describedin the SEC reports filed by United Rentals, as well as (1) problems that may arise in successfully integrating the businesses ofUnited Rentals and Ahern Rentals, including, without limitation, problems associated with the potential loss of any key employees of AhernRentals; (2) the transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilitiesor unidentified issues that we failed to discover during the due diligence investigation of Ahern Rentals or that are not covered by insurance,as well as potential unfavorable accounting treatment and unexpected increases in taxes; (3) any adverse effects on our ability tomaintain relationships with customers, employees and suppliers, or the inherent risk associated with entering a geographic area or lineof business in which we have no or limited experience; and (4) the industry may be subject to future risks that are described inthe “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documentsfiled from time to time with the SEC by United Rentals. United Rentals gives no assurance that it will achieve its expectations and doesnot assume any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefullyconsider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals described in the “RiskFactors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from timeto time with the SEC. All forward-looking statements included in this document are based upon information available to United Rentalson the date hereof; and United Rentals assumes no obligations to update or revise any such forward-looking statements, whether as a resultof new information, future events or otherwise, except as may be required by applicable securities laws.

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Contact:

Ted Grace

Chief Financial Officer

O: (203) 618-7122

C: (203) 399-8951

tgrace@ur.com

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