McGrath RentCorp (NASDAQ: MGRC) sells $75M 5.30% notes

Rhea-AI Filing Summary

McGrath RentCorp has entered into a new private debt financing, issuing and selling $75 million aggregate principal amount of its 5.30% Series G Senior Notes to Prudential-affiliated purchasers under an existing note purchase and private shelf agreement.

The unsecured notes bear interest at 5.30% per year, mature on September 8, 2032, and pay interest semi-annually starting March 8, 2026. The company can prepay at least $5 million (plus $100,000 increments) at any time at 100% of principal plus a make-whole amount. The notes carry customary financial covenants, including a maximum leverage ratio and minimum fixed charge coverage ratio, and are subject to standard events of default tied to payment failures, covenant breaches, large cross-defaults, judgments, benefit plan liabilities, documentation issues, and change of control. U.S. subsidiaries Mobile Modular Management Corporation, Enviroplex, Inc. and Vesta Housing Solutions Holdings, LLC guarantee the company’s obligations.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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Accepted by SEC EDGAR 09/08/2025 - 04:01 PM Learn about SEC filing dates

FAQ

What did McGrath RentCorp (MGRC) disclose in this 8-K?

McGrath RentCorp disclosed that it issued and sold $75 million aggregate principal amount of 5.30% Series G Senior Notes to Prudential-affiliated purchasers under its Second Amended and Restated Note Purchase and Private Shelf Agreement.

What are the key terms of McGrath RentCorps 5.30% Series G Senior Notes?

The notes are unsecured senior obligations bearing interest at 5.30% per annum, with interest paid semi-annually and a final maturity date of September 8, 2032.

How and when is interest paid on McGrath RentCorps new notes?

Interest on the 5.30% Series G Senior Notes is payable semi-annually, beginning on March 8, 2026, and then on September 8 and March 8 of each year until maturity.

Can McGrath RentCorp prepay the 5.30% Series G Senior Notes?

Yes. McGrath RentCorp may prepay all or any portion of the notes at any time, so long as the prepaid portion is at least $5,000,000 and in $100,000 increments above that, paying 100% of principal plus a make-whole amount.

Which McGrath RentCorp subsidiaries guarantee the new Series G Senior Notes?

Mobile Modular Management Corporation, Enviroplex, Inc. and Vesta Housing Solutions Holdings, LLC guarantee full payment of McGrath RentCorps obligations under the notes.

What are some key default triggers under McGrath RentCorps Series G Senior Notes?

Events of default include missed principal or premium at maturity, interest not paid within five business days, covenant or representation breaches, certain cross-defaults on debt over $10,000,000, specified insolvency events, large unpaid judgments over $10,000,000, certain benefit plan liabilities over $10,000,000, documentation ceasing to be effective, and a defined Change of Control of the company.

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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): September 08, 2025

McGRATH RENTCORP

(Exact name of Registrant as Specified in Its Charter)

California			000-13292	94-2579843
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5700 Las Positas Road
Livermore, California				94551-7800
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 606-9200

(Former Name or Former Address, if Changed Since Last 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 Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MGRC		Nasdaq Global Select Market

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. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 8, 2025, McGrath RentCorp (the “Company”) issued and sold to The Prudential Insurance Company of America and PruCo Life Insurance Company of New Jersey (collectively, the “Purchaser”) $75 million aggregate principal amount of its 5.30% Series G Senior Notes pursuant to the terms of the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated June 8, 2023 (the “Note Purchase Agreement”), among the Company, certain of the Company’s subsidiaries, PGIM, Inc., and each other purchaser party thereto.

The Notes are an unsecured obligation of the Company. The Notes bear interest at a rate of 5.30% per annum and mature on September 8, 2032. Interest on the Notes is payable semi-annually beginning on March 8, 2026 and continuing thereafter on September 8 and March 8 of each year until maturity. The Company may at any time prepay all or any portion of the Notes; provided that such portion is at least $5,000,000 (and increments of $100,000 in excess thereof). In the event of a prepayment, the Company will pay an amount equal to 100% of the principal amount so prepaid, plus a make-whole amount.

Pursuant to the terms of the Note Purchase Agreement, the Company has agreed to customary affirmative and negative covenants for as long as the Notes are outstanding, including, subject to certain exceptions and qualifications, among other things, (i) a maximum leverage ratio and (ii) a minimum fixed charge coverage ratio.

The Notes are also subject to customary events of default, including without limitation, (i) failure to make payments on principal or premium, if any, upon maturity; (ii) failure to pay interest within five business days after the same becomes due and payable; (iii) the Company or any of the Guarantors (as defined below) fails to comply with its various covenants and agreements in the Note Purchase Agreement; (iv) the Company or any of the Guarantors makes false representations and warranties in the documents relating to the Note Purchase Agreement; (v) the Company or any of the Company’s Material Subsidiaries (as defined in the Note Purchase Agreement) fails to pay when due debt obligations in excess of $10,000,000, or such debt obligations may be declared payable earlier than their stated maturity due to breach by the Company or any of the Company’s Material Subsidiaries; (vi) certain insolvency events with respect to the Company or any of its subsidiaries; (vii) the Company or any of its subsidiaries becomes subject to final judgments or orders for payment of money that exceed $10,000,000 in the aggregate and are not within 60 days after entry thereof, bonded, discharged or stayed pending appeal; (viii) the Company incurs liability with respect to certain benefit plans which result or could reasonably be expected to result in payments in excess of $10,000,000; (ix) the documentation related to the Note Purchase Agreement ceases to be in full force and effect; or (x) any Change of Control (as defined in the Note Purchase Agreement) of the Company occurs.

Certain of the Company’s U.S. subsidiaries, Mobile Modular Management Corporation, Enviroplex, Inc. and Vesta Housing Solutions Holdings, LLC (the “Guarantors”), guarantee the full payment of all the obligations of the Company in connection with the Notes.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Note Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 13, 2023 and is incorporated herein by reference.

Pursuant 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 hereunto duly authorized.

SIGNATURES

Pursuant 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 hereunto duly authorized.

			McGRATH RENTCORP
Date:	September 8, 2025	By:	/s/ Gilda Malek
			Gilda Malek Senior Vice President, Chief Legal Officer and Corporate Secretary