On November 17, 2009, United Rentals, Inc. ("URI") completed an offering of $172.5 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2015 (including the $22.5 million principal amount of Convertible Senior Notes sold pursuant to an over-allotment option granted by URI to the underwriters) (the "Convertible Senior Notes"), and its wholly-owned subsidiary, United Rentals (North America), Inc. ("URNA") completed an offering of $500 million aggregate principal amount of its 9.25% Senior Notes due 2019 (the "Senior Notes" and together with the Convertible Senior Notes, the "Notes"). The Notes were sold pursuant to URI and URNA's shelf registration statement on Form S-3 (File No. 333-160884) (the "Registration Statement") previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as supplemented by the final prospectus supplements filed with the SEC on November 10, 2009.

The Convertible Senior Notes of URI

The Convertible Senior Notes were issued pursuant to an indenture (the "URI Indenture"), dated as of November 17, 2009, between URI and the Bank of New York Mellon, as trustee.

The Convertible Senior Notes mature on November 15, 2015 and bear interest at a rate of 4.00% per year payable semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2010.

Prior to May 15, 2015, holders may convert their Convertible Senior Notes into cash and shares of URI's common stock, par value $0.01 per share (the "Common Stock"), if any, at the applicable conversion rate under the following circumstances:

(1) during any fiscal quarter commencing after December 31, 2009, if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;

(2) during the five business day period after any 10 consecutive trading-day period (the "measurement period"), in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the applicable conversion rate on each such day; or

(3) upon the occurrence of specified corporate transactions.

In addition, on and after May 15, 2015, holders may convert their Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date for the Convertible Senior Notes. Upon conversion, URI will deliver cash up to the aggregate principal amount of the Convertible Senior Notes to be converted, and cash, shares of Common Stock or a combination thereof (at its discretion) in respect of the

remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Senior Notes being converted.

The initial conversion rate for the Convertible Senior Notes is 89.9888 shares of Common Stock per $1,000 principal amount of Convertible Senior Notes, representing an initial conversion price of approximately $11.11 per share of Common Stock, which is equal to an approximately 25% conversion premium over the $8.89 closing price of the Common Stock on the New York Stock Exchange on November 10, 2009.

If URI undergoes a fundamental change (as defined in the URI Indenture), holders may require URI to repurchase all or any portion of their Convertible Senior Notes for cash at a price equal to 100% of the principal amount of the Convertible Senior Notes to be purchased plus any accrued and unpaid interest, including any additional interest, up to but excluding the fundamental change purchase date.

The Convertible Senior Notes will rank equally with all of URI's existing and future unsecured senior debt and effectively junior to any existing and future debt of URNA and its subsidiaries as well as to URI's secured obligations, composed of its guarantee obligations in respect of URNA's and its subsidiaries' outstanding borrowings under the senior secured asset-based revolving credit facility (the "ABL facility") to the extent of the value of the collateral securing such guarantee obligations.

The URI Indenture provides for customary events of default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the URI Indenture, payment defaults under or acceleration of certain other indebtedness, failure to discharge certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs or is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the Convertible Senior Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest, if any, to be due and payable immediately.

The description above is qualified in its entirety by the URI Indenture (including the Form of Note for the Convertible Senior Notes), which is filed as Exhibit 4.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.

Convertible Note Hedge Transactions

In connection with the offering of the Convertible Senior Notes, on November 10, 2009 and November 13, 2009, URI entered into convertible note hedge transactions (the "Convertible Hedge Transactions") with Bank of America, N.A., Citibank, N.A., Morgan Stanley & Co. International plc and Wachovia Bank, National Association (the "Option Counterparties"), which include one or more affiliates of the underwriters. The Convertible Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to the Convertible Senior Notes, 15,523,068 shares of Common Stock and are intended to reduce, subject to a limit, the potential dilution with respect to the Common Stock upon conversion of the Convertible Senior Notes. The effect of the Convertible Hedge Transactions, from URI's perspective, is to increase the effective conversion price to approximately $15.56 per share, equal to an approximately 75% premium over the $8.89 closing price of the Common Stock on the New York Stock Exchange

on November 10, 2009. However, in the event the market value of the Common Stock exceeds approximately $15.56 per share, the settlement amount received from such transactions will only partially offset the potential dilution. Each Convertible Hedge Transaction is a separate hedge transaction entered into by . . .

Information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

In connection with the Convertible Senior Notes offering, on November 10, 2009, URI entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the sale of the Convertible Senior Notes (the "Convertible Senior Notes Underwriting Agreement"). A copy of the Convertible Senior Notes Underwriting Agreement is attached hereto as Exhibit 1.1, and incorporated herein by reference.

In connection with the Senior Notes offering, on November 10, 2009, URNA, URI and the subsidiaries of URNA named therein entered into an underwriting agreement with Wells Fargo Securities, LLC, Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, relating to the sale of the Senior Notes (the "Senior Notes Underwriting Agreement"). A copy of the Senior Notes Underwriting Agreement is attached hereto as Exhibit 1.2, and incorporated herein by reference.

Also in connection with the Notes offerings, URI and URNA are filing legal opinions regarding the validity of the Notes as Exhibits 5.1, 5.2, 5.3 and 5.4 to this Form 8-K, and are incorporated herein by reference.

URI and URNA hereby incorporate Exhibits 1.1, 1.2, 4.1, 4.2, 5.1, 5.2, 5.3, 5.4, 23.1, 23.2 and 23.3 into the Registration Statement.

Exhibits



Exhibit 1.1   Underwriting Agreement, dated November 10, 2009, between United
              Rentals, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
              Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as
              representatives of the several Underwriters named therein.

Exhibit 1.2   Underwriting Agreement, dated November 10, 2009, among United Rentals
              (North America) , Inc. (the "Company"), United Rentals, Inc., each of
              the Company's subsidiaries named therein, and Wells Fargo Securities,
              LLC, Banc of America Securities LLC and Morgan Stanley & Co.
              Incorporated, as representatives of the several Underwriters named
              therein.

Exhibit 4.1   Indenture, dated as of November 17, 2009, between United Rentals,
              Inc. and The Bank of New York Mellon, as Trustee (including the Form
              of Note).

Exhibit 4.2   Indenture, dated as of November 17, 2009, among United Rentals (North
              America), Inc. (the "Company"), United Rentals, Inc., the Company's
              subsidiaries named therein and The Bank of New York Mellon, as
              Trustee (including the Form of Note).

Exhibit 5.1   Opinion of Sullivan & Cromwell LLP with respect to the Convertible
              Senior Notes

Exhibit 5.2   Opinion of Sullivan & Cromwell LLP with respect to the Senior Notes

Exhibit 5.3   Opinion of Haynes and Boone, LLP

Exhibit 5.4   Opinion of K&L Gates LLP

Exhibit 10.1* Form of Capped Call Confirmation, dated as of November 10, 2009,
              between United Rentals, Inc. and each of Bank of America, N.A.,
              Citibank, N.A., Wachovia Bank, National Association and Morgan
              Stanley & Co. International plc

Exhibit 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)

Exhibit 23.2 Consent of Haynes and Boone, LLP (included in Exhibit 5.3)

Exhibit 23.3 Consent of K&L Gates LLP (included in Exhibit 5.4)