01—Abstract
Summary
Summary of the 8-K filed July 15, 2026. Cited figures are marked; the original filing is the authoritative source.
On July 14, 2026, Sunbelt Rentals Holdings, Inc. completed its previously announced offering of two series of senior notes under an indenture dated July 14, 2026.
The offering comprised $450,000,000a of 4.950% Senior Notes due August 12, 2030 (issued at 99.627%) and $750,000,000 of 5.650% Senior Notes due August 12, 2036 (issued at 99.048%). The notes were sold in a transaction exempt from Securities Act registration, to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Interest is payable semi-annually on February 12 and August 12, beginning February 12, 2027.
The notes rank equally in right of payment with the company's existing and future senior debt and are jointly and severally guaranteed by the company's current and future domestic subsidiaries that guarantee its revolving credit facility. The 2030 notes are redeemable before July 12, 2030 at specified redemption prices, and at par from that date; the 2036 notes are redeemable before May 12, 2036 at specified redemption prices, and at par from that date. Upon a change in control triggering event, the company must offer to repurchase the notes at 101%b of principal plus accrued interest.
The indenture limits the company's and certain subsidiaries' ability to enter into certain sale and leaseback transactions, create liens on assets securing certain indebtedness, or consolidate, merge or sell all or substantially all assets, subject to important exceptions. Customary events of default apply, and holders of at least 25%c of outstanding notes may accelerate the notes upon an event of default. The filing does not state how the proceeds will be used.
02—Key points
Key Highlights
- Completed issuance of $450,000,000 4.950% Senior Notes due August 12, 2030, priced at 99.627% of principal.
- Completed issuance of $750,000,000 5.650% Senior Notes due August 12, 2036, priced at 99.048% of principal.
- Total aggregate principal of the two note series is $1,200,000,000.
- Notes rank equal in right of payment with existing and future senior debt and are jointly and severally guaranteed by domestic subsidiaries that guarantee the revolving credit facility.
- Change in control triggering event requires an offer to repurchase at 101% of principal plus accrued interest.
- Indenture contains covenants limiting sale and leaseback transactions, liens on certain indebtedness, and consolidations, mergers or sales of substantially all assets.
- Notes were sold under Rule 144A and Regulation S, and the indenture was filed as Exhibit 4.1.
03—Questions
Frequently Asked Questions
What debt did Sunbelt Rentals issue on July 14, 2026?
The company issued $450 million of 4.950% Senior Notes due 2030 and $750 million of 5.650% Senior Notes due 2036, for a combined $1.2 billion in aggregate principal, under an indenture dated July 14, 2026.
What were the issue prices of the notes?
The 2030 Notes were issued at 99.627% of principal and the 2036 Notes at 99.048% of principal.
When do interest payments begin and how often are they paid?
Interest on both series is payable semi-annually in arrears on February 12 and August 12 of each year, beginning February 12, 2027.
Can the company redeem the notes early?
Yes. The company may redeem the 2030 Notes before July 12, 2030 and the 2036 Notes before May 12, 2036 at specified redemption prices plus accrued interest, and may redeem them at 100% of principal plus accrued interest on or after those dates.
Who guarantees the notes?
The notes are jointly and severally guaranteed by all of the company's current and future domestic subsidiaries that guarantee borrowings under its revolving credit facility.
04—Continue