REG - Ashtead Group PLC Ashtead Capital Inc - Closing Press Release for Bond consent

AshteadAnnouncement

29/09/2025 07:00

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RNS Number : 1057B  Ashtead Group PLC  29 September 2025

Ashtead Group plc Announces Successful Completion of Ashtead Capital, Inc.
Consent Solicitations with Respect to Certain of their Outstanding Notes

 

This announcement contains inside information

 

29 September 2025

 

Ashtead Group plc ("Ashtead" or the "Company") today announced that its wholly
owned subsidiary, Ashtead Capital, Inc. ("Ashtead Capital"), received the
requisite consents with respect to, and has completed, the previously
announced consent solicitations relating to the series of notes listed in the
table below (collectively, the "Consenting Notes").

 

Ashtead Capital expects to promptly enter into supplemental indentures to
effect the proposed amendments described in the Consent Solicitation Statement
dated September 22, 2025 (the "Statement") with respect to each series of the
Consenting Notes.

 

Consenting Notes

 

 Title of Security                                     CUSIP                               Aggregate Outstanding Principal Amount  Consent Fee
 1.500% Senior Notes due 2026                          144A: 045054 AN3                    $550,000,000                            $1.00 in cash

                                                       Reg S: U04503 AH8
 4.375% Second Priority Senior Secured Notes due 2027  144A: 045054 AF0 Reg S: U04503 AD7  $600,000,000                            $1.00 in cash
 4.000% Second Priority Senior Secured Notes due 2028  144A: 045054 AJ2                    $600,000,000                            $1.00 in cash

                                                       Reg S: U04503AF2
 4.250% Second Priority Senior Secured Notes due 2029  144A: 045054 AL7                    $600,000,000                            $1.00 in cash

                                                       Reg S: U04503AG0
 2.450% Senior Notes due 2031                          144A: 045054 AP8 Reg S: U04503 AJ4  $750,000,000                            $1.00 in cash
 5.500% Senior Notes due 2032                          144A: 04505A AA7                    $750,000,000                            $1.00 in cash

                                                       Reg S: G0611A AA9

 

The consent solicitations with respect to each series of Consenting Notes
expired at 5:00 p.m., New York City Time, on September 26, 2025 (the
"Expiration Date"), and revocation rights with respect to consents validly
delivered in respect of the Consenting Notes have terminated. Subject to the
terms and conditions set forth in the Statement, Ashtead Capital will pay
eligible holders of the Consenting Notes who validly delivered and did not
revoke consents on or prior to the Expiration Date a cash payment equal to
$1.00 for each $1,000 aggregate principal amount of Consenting Notes for which
such holders validly delivered and did not revoke consents (the "Consent
Fee"). Ashtead Capital will deliver its respective Consent Fee to Depository
Trust Company ("DTC") on September 29, 2025, and expects distribution of such
fee by DTC to consenting holders to occur promptly afterward.

 

The supplemental indentures to be executed in connection with the completion
of the consent solicitations will bind all holders of the Consenting Notes,
including those that did not give their consent, but holders who did not
deliver consents prior to the Expiration Date (or delivered consents but
properly revoked them) will not receive the Consent Fee.

 

Questions concerning the consent solicitations may be directed to the
solicitation agent, J.P. Morgan Securities LLC at (866) 834-4666 (toll free)
or (212) 834-3554 (collect), or the information agent, S&P Global Inc., at
(212) 849-3880 (collect for banks and brokers) or (888) 593-9546 (toll free
for all others), or sending an email message to ConsentOffer@spglobal.com
(mailto:ConsentOffer@spglobal.com) .

 

This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
consent solicitations were made solely pursuant to the Statement and subject
to the terms and conditions stated therein.

 

Forward Looking Statements

This press release contains forward-looking statements within the meaning of
the federal securities laws. You can identify these statements by our use of
the words "assumes," "believes," "estimates," "expects," "guidance,"
"intends," "plans," "projects," and similar expressions that do not relate to
historical matters. All statements other than statements of historical fact
are forward-looking statements. You should exercise caution in interpreting
and relying on forward-looking statements because they involve known and
unknown risks, uncertainties, and other factors which are, in some cases,
beyond our control and could materially affect actual results, performance, or
achievements. Important risk factors that may affect the consent solicitations
and our business, results of operations and financial position are detailed in
the Statement. Actual operating results may differ materially from what is
expressed or forecast in this press release. We undertake no obligation to
update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise, except as may be required by
applicable law.

 

About Ashtead

 

Ashtead is a public limited company incorporated under the laws of England and
Wales and its stock is publicly traded on the London Stock Exchange (LSE:
AHT).  The Company is one of the largest international equipment rental
companies, with a network of 1,569 stores in the United States ("US"), Canada
and the United Kingdom ("UK") as of 31 July 2025.  Ashtead conducts its
equipment rental operations across all markets under the name "Sunbelt
Rentals".

 

 Enquiries:

 Will Shaw Director of Investor Relations  +44 (0)20 7726 9700

 Sam Cartwright H/Advisors Maitland        +44 (0)20 7379 5151

 

 

 

 

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