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  4. [8-K] Sunbelt Rentals Holdings, Inc. Reports Material Event

Sunbelt Rentals (NYSE: SUNB) completes $450M 2030 and $750M 2036 senior notes sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. completed the issuance and sale of $450,000,000 aggregate principal amount of 4.950% Senior Notes due 2030 and $750,000,000 aggregate principal amount of 5.650% Senior Notes due 2036 in a transaction exempt from registration under the Securities Act. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S and issued under an Indenture dated July 14, 2026.

The 2030 Notes mature on August 12, 2030 and the 2036 Notes on August 12, 2036, with interest payable semi-annually starting February 12, 2027. The notes rank equally with existing and future senior debt and are guaranteed by current and future domestic subsidiaries that guarantee the revolving credit facility. The company may redeem the notes before maturity at specified prices and later at 100% of principal plus accrued interest. Upon a change in control triggering event, holders can require repurchase at 101% of principal plus accrued interest. The Indenture includes covenants restricting certain sale-leasebacks, liens, and mergers or major asset sales, and provides customary events of default allowing acceleration by the trustee or holders of at least 25% in principal amount of the notes.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2030 Notes Principal $450,000,000 aggregate principal amount 4.950% Senior Notes due 2030 issued on July 14, 2026
2036 Notes Principal $750,000,000 aggregate principal amount 5.650% Senior Notes due 2036 issued on July 14, 2026
2030 Notes Coupon 4.950% per annum Interest on 2030 Notes, payable semi-annually beginning February 12, 2027
2036 Notes Coupon 5.650% per annum Interest on 2036 Notes, payable semi-annually beginning February 12, 2027
2030 Notes Issue Price 99.627% Issue price of 4.950% Senior Notes due 2030
2036 Notes Issue Price 99.048% Issue price of 5.650% Senior Notes due 2036
Change of Control Put 101% of the aggregate principal amount Repurchase price upon a change in control triggering event
Acceleration Threshold 25% in principal amount Holders that may declare all notes due after an event of default
Rule 144A regulatory
"resold within the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
change in control triggering event financial
"Upon the occurrence of a change in control triggering event (as defined in the Indenture)"
sale and leaseback transactions financial
"covenants that limit, among other things, the Company’s ability to enter into certain sale and leaseback transactions"
events of default financial
"The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods)"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
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FAQ

What senior notes did Sunbelt Rentals (SUNB) issue on July 14, 2026?
Sunbelt Rentals issued $450,000,000 of 4.950% Senior Notes due 2030 and $750,000,000 of 5.650% Senior Notes due 2036. Both were sold in transactions exempt from registration under Rule 144A and Regulation S.

What are the interest rates and payment dates on Sunbelt Rentals (SUNB) new notes?
The 2030 Notes bear interest at 4.950% per annum and the 2036 Notes at 5.650%. Interest is payable semi-annually in arrears on February 12 and August 12 each year, beginning on February 12, 2027.

When do Sunbelt Rentals (SUNB) 2030 and 2036 senior notes mature?
The 4.950% Senior Notes mature on August 12, 2030, and the 5.650% Senior Notes mature on August 12, 2036. Both series are senior obligations ranking equal in right of payment with the company’s existing and future senior debt.

Can Sunbelt Rentals (SUNB) redeem the new senior notes early?
Yes. The company may redeem some or all 2030 Notes before July 12, 2030 and 2036 Notes before May 12, 2036 at specified redemption prices, and thereafter at 100% of principal plus accrued interest, in each case subject to the Indenture terms.

What protections do Sunbelt Rentals (SUNB) noteholders have on a change in control?
If a defined change in control triggering event occurs, the company must offer to repurchase the notes at 101% of aggregate principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.

What key covenants apply to Sunbelt Rentals (SUNB) new senior notes?
The Indenture limits certain sale and leaseback transactions, the creation of liens securing specified indebtedness, and consolidations, mergers or sales of all or substantially all assets, subject to important exceptions and qualifications described in the Indenture.
false 0002083785 0002083785 2026-07-14 2026-07-14
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 14, 2026

 

 

Sunbelt Rentals Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43081   36-3657151

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1799 Innovation Pt

Fort Mill, SC

   29715
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 803-578-5800

n/a

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

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, par value $0.01 per share   SUNB   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. ☐

 

 
 

Item 1.01.

Entry into a Material Definitive Agreement.

On July 14, 2026, Sunbelt Rentals Holdings, Inc., a Delaware corporation (the “Company”), completed its previously announced issuance and sale of $450,000,000 aggregate principal amount of the Company’s 4.950% Senior Notes due 2030 (the “2030 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2036 (the “2036 Notes” and, together with the 2030 Notes, the “Notes”). The Notes were issued pursuant to an indenture dated as of July 14, 2026 (the “Indenture”), by and among the Company, the guarantors party thereto, BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as transfer agent and registrar. The 2030 Notes were issued at a price of 99.627% and the 2036 Notes were issued at a price of 99.048% in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), and will be resold within the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The 2030 Notes will mature on August 12, 2030 and the 2036 Notes will mature on August 12, 2036. The Notes rank equal in right of payment with the Company’s existing and future senior debt. The Company’s obligations under the Notes are jointly and severally guaranteed by all of the Company’s current and future domestic subsidiaries that guarantee the borrowings under its revolving credit facility.

Interest on the 2030 Notes accrues at a rate of 4.950% per annum and is payable semi-annually in arrears on February 12 and August 12 of each year, beginning on February 12, 2027. Interest on the 2036 Notes accrues at a rate of 5.650% per annum and is payable semi-annually in arrears on February 12 and August 12 of each year, beginning on February 12, 2027.

The Company will have the option to redeem some or all of the 2030 Notes at any time prior to July 12, 2030 (one month prior to the maturity date) at specified redemption prices plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. At any time on or after July 12, 2030 (one month prior to the maturity date), the Company may also redeem some or all of the 2030 Notes at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption on the principal amount of the 2030 Notes being redeemed. The Company will have the option to redeem some or all of the 2036 Notes at any time prior to May 12, 2036 (three months prior to the maturity date) at specified redemption prices plus accrued and unpaid interest thereon, if any, to, but excluding the applicable redemption date. At any time on or after May 12, 2036 (three months prior to the maturity date), the Company may also redeem some or all of the 2036 Notes at a redemption price equal to 100% of the principal amount of the 2036 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption on the principal amount of the 2036 Notes being redeemed.

Upon the occurrence of a change in control triggering event (as defined in the Indenture), the Company will be required to offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture contains covenants that limit, among other things, the Company’s and certain of its subsidiaries’ ability to (1) enter into certain sale and leaseback transactions, (2) create liens on assets securing certain indebtedness, or (3) effect a consolidation or merger or sell all, or substantially all, of its assets. These covenants are subject to a number of important exceptions and qualifications.

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the Notes to be due and payable.

The foregoing description of the Indenture is qualified in its entirety by reference to the complete copy of the Indenture, including the form of the Note included therein as Exhibit A, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03.

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

The information provided under Item 1.01 of this Current Report on Form 8-K regarding the Notes and the Indenture is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

d) Exhibits.

 

Exhibit
No.

   

Description

4.1    Indenture, dated as of July 14, 2026, among Sunbelt Rentals Holdings, Inc., the guarantors party thereto, BNY Mellon Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as transfer agent and registrar.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: July 14, 2026

 

    Sunbelt Rentals Holdings, Inc.
By:  

/s/ Brendan C. Horgan

Name:   Brendan C. Horgan
Title:   Director; Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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