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 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 |
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 , 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 [email protected] 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:
|
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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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