REG - Ashtead Group PLC Ashtead Capital Inc - Consent Solicitation Launch

AshteadAnnouncement

22/09/2025 13:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250922:nRSV2841Aa&default-theme=true

RNS Number : 2841A  Ashtead Group PLC  22 September 2025

Ashtead Group plc Announces that Ashtead Capital, Inc. Has Launched Consent
Solicitations with Respect to Certain of their Outstanding Notes

This announcement contains inside information

22 September 2025

 

Ashtead Group plc ("Ashtead" or the "Company") today announced that its wholly
owned subsidiary, Ashtead Capital, Inc. ("Ashtead Capital"), has commenced
consent solicitations (the "Consent Solicitations") to holders of the series
of notes listed in the table below (collectively, the "Notes") to amend (the
"Amendments") the respective indentures governing the 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

 

Ashtead Capital will make a cash payment of $1.00 for each $1,000 principal
amount of a series of its Notes (such payments, collectively, the "Consent
Fee") to each holder of record of that series of Notes who has delivered (and
not revoked) a consent to the Amendments at or prior to the Expiration Time
(as defined below) if Ashtead Capital receives valid consents from the holders
of at least a majority in principal amount of that series of outstanding Notes
(the "Requisite Consents") and the other conditions to the Consent
Solicitations are satisfied or waived, including the condition that the
Requisite Consents shall have been obtained with respect to each other series
of Notes. If the Requisite Consents with respect to a series of Notes are not
received at the Expiration Time or Ashtead Capital abandons or terminates its
Consent Solicitation with respect to that series of Notes prior to receiving
the Requisite Consents as to that series of Notes, any consents received will
be voided and no Consent Fee will be paid to the holders of that series of
Notes. The Consent Solicitations will expire at 5:00 p.m., New York City
time, on September 26, 2025 (the "Expiration Time"), unless extended by
Ashtead Capital with respect to one or more series of Notes.

 

The purpose of the Consent Solicitations is to amend the indentures governing
the Notes to conform the definition of "Generally Accepted Accounting
Principles" or "GAAP" to the definition in Ashtead Capital's more recently
issued notes, including the 5.800% Senior Notes due 2034, which will allow the
Company to select either IFRS or U.S. GAAP for the purpose of compliance with
the reporting covenant contained in each indenture.

 

Ashtead Capital will be deemed to have accepted all consents delivered (and
not revoked) by the holders of record of a series of its Notes upon execution
of a supplemental indenture containing the applicable Amendments relating to
that series of Notes as described in the Consent Solicitation Statement.
Although the supplemental indenture with respect to each applicable series of
Notes will become effective at such time, it will not become operative until
the payment of the Consent Fee (such time, the "Amendment Operative Time")
with respect to each applicable series of Notes pursuant to the terms of the
Consent Solicitation Statement. Upon the Amendment Operative Time with respect
to each applicable series of Notes, all holders of record of that series of
Notes, including non-consenting holders and all subsequent holders of that
series of Notes, will be bound by the Amendments to the indenture for that
series of Notes.

 

This press release does not set forth all of the terms and conditions of the
Consent Solicitations. Holders should carefully read the Consent Solicitation
Statement related to the Consent Solicitations and any accompanying materials
for a complete description of all terms and conditions of the Consent
Solicitations before making any decision with respect to the Consent
Solicitations. Additional information concerning the terms and conditions of
the Consent Solicitations, and the procedure for delivering consents, may be
obtained from the sole solicitation agent, J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3554 (collect). Copies of the Consent
Solicitation Statement and related documents may be obtained from the
information agent, S&P Global Inc., at https://debtis.spglobal.com/ashtead
(https://debtis.spglobal.com/ashtead) , by calling (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 and requesting that a copy be
provided to you.

 

Neither Ashtead Capital, the applicable trustees, J.P. Morgan Securities LLC,
S&P Global Inc. or any of their respective affiliates is making any
recommendation as to whether or not holders of any series of Notes should
deliver their consent to the applicable Amendments.

 

This announcement is for informational purposes only and is neither an offer
to sell nor a solicitation of an offer to buy Notes or any other securities.
This announcement is also not a solicitation of consents with respect to the
Amendments or any securities. Ashtead Capital reserves the right to modify or
terminate each of its Consent Solicitations and may do so without modifying or
terminating any other Consent Solicitation. The solicitations of consents are
not being made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitations under applicable state or
foreign securities or "blue sky" laws.

 

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 Consent Solicitation 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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFLFIFATIFFIE



            Copyright 2019 Regulatory News Service, all rights reserved