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29 Sep 2025 07:00
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 Reg S: U04503 AH8 | $550,000,000 | $1.00 in cash |
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 Reg S: U04503AF2 | $600,000,000 | $1.00 in cash |
4.250% Second Priority Senior Secured Notes due 2029 | 144A: 045054 AL7 Reg S: U04503AG0 | $600,000,000 | $1.00 in cash |
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 Reg S: G0611A AA9 | $750,000,000 | $1.00 in cash |
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.
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:
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Will Shaw Director of Investor Relations | +44 (0)20 7726 9700
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Sam Cartwright H/Advisors Maitland | +44 (0)20 7379 5151 |
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