LA VEGAS, June 30, 2022 /PRNewswire/ — Ahern Rentals, Inc. (“Ahern” or the “Company”) announced today that it has initiated an offer to exchange its existing notes for new 8.375% Second Priority Secured Notes. maturing in 2026. The new notes will pay interest in cash at the rate of 8.375%. New notes will mature May 15, 2026 (compared to the maturity of May 15, 2023 on existing notes). The New Notes will be secured by a second lien on substantially all of the assets of the Company. In addition to being guaranteed by the guarantors of the Existing Notes, the New Notes will be guaranteed by Xtreme Re-Rental, LLC, a subsidiary of the Company.
Investors participating in the exchange offer will receive $1,000 principal amount of new banknotes for each $1,000 principal amount of existing notes offered, provided that offers are made by 5:00 p.m. ET on July 14, 2022, except extension. Incumbents who bid after July 14, 2022 will receive $950 new tickets by $1,000 of existing notes. Existing tickets offered may be validly withdrawn at any time before 5:00 p.m. ET on July 14, 2022, but not afterwards. Holders participating in the Exchange Offer will also consent to certain amendments to the Indenture for the Existing Notes. The exchange offer will expire on July 28, 2022, except extension. Accrued and unpaid interest on existing Notes which are exchanged will be paid in cash.
For the exchange offer to be completed, (1) all outstanding loans previously made by the Company to its affiliates must be fully repaid to the Company by such affiliates, (2) Xtreme Re-Rental, LLC, an affiliate of the Company which owns approximately $173 million in equipment based on the original cost of the equipment (and currently re-leases some of the same equipment to the Company), must become a guarantor for the new tickets, (3) an amendment to the ABL credit facility must be made on terms acceptable to the Company which, among other modifications, will extend the maturity of the ABL Credit Facility and consent to the exchange offer, and (4) the new bonds must be rated by both Moody’s Investors Service and S&P Global, Inc. In addition, the exchange offer is conditional on a minimum holding of holders of at least 66-2/3% of the aggregate principal amount of the Existing Notes outstanding, which constitutes a holding required to release warranty and warranties from existing notes and to eliminate certain covenants and default events in the deed for existing notes.
All existing bonds that remain outstanding after the closing of the exchange offer will be effectively subordinated to the new bonds with respect to substantially all of the assets of the Company. In addition, most of the restrictive covenants for existing notes that remain in circulation will have been eliminated.
Available documents and other details
Exchange offer materials will only be distributed to existing bondholders who complete and return an eligibility form confirming that they are either a “qualified institutional purchaser” under Securities Rule 144A. Act of 1933, as amended (the “Securities Act”), or not a “US person” under Regulation S of the Securities Act (such holders, the “Eligible Holders”). Noteholders wishing to complete an eligibility form should request instructions by emailing [email protected]or call DF King & Co., the Information Agent for the Exchange Offer, at (800) 669-5550 (toll free) or (212) 269-5550 (for banks and brokers).
The New Notes will not be registered under the Securities Act or any other applicable securities law and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred to United States in the name or on behalf of any US person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably considered to be “qualified institutional purchasers” (as defined in Rule 144A of the Securities Act) and (ii) to non-“US persons”. who are outside United States (as defined in Regulation S of the Securities Act) and in both cases (i) and (ii) are not beneficial owners or residents of Canada or authorized representatives acting on behalf of beneficial owners or residents of Canada. Beneficial owners or residents of Canada or these agents must contact the exchange offer information agent mentioned in the preceding paragraph.
The full terms of the public exchange offer are set out in the information documents relating to the public exchange offer. This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the New Notes. The Exchange Offer and Consent Solicitation are being made only pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal. The exchange offer is not being made to existing noteholders in any jurisdiction in which making or accepting the offer would not be in accordance with securities, blue sky or other laws of that jurisdiction. jurisdiction.
Ahern Rentals is the largest independent equipment rental company in United States. With fiscal 2021 revenue of $906 million, the company is ranked the eighth largest equipment rental company in the United States by Rental Equipment Register (“RER”). Founded in 1953 in Las Vegas, NevadaAhern Rentals has grown through organic growth to develop a nationwide platform with 112 locations in 31 states from March 31, 2022. Ahern focuses on the airline market segment of $50 billion dollars from the equipment rental industry with an extensive fleet of “wide range” equipment, which is complemented by a fleet of ground engagement, general rental and specialty equipment to provide customers a “one-stop-shop” solution for their equipment needs. Serving a large and diverse customer base of commercial and residential construction companies, specialty contractors, industrial companies, utility companies, government entities and homeowners, Ahern offers a comprehensive line of equipment and solutions, including the rental and sale of new/used equipment, parts, supplies and related merchandise, as well as the provision of maintenance, repair and other services that complement rental and sales activities.
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