M&A - H&E Equipment Services, Inc.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525120996

Filing Summary: On May 15, 2025, Herc Holdings Inc. announced a proposed private offering of senior unsecured notes totaling $2,750 million as part of the financing for its proposed acquisition of H&E Equipment Services, Inc. The offering includes $1,650 million of 7.000% senior unsecured notes due 2030 and $1,100 million of 7.250% senior unsecured notes due 2033, which will be issued by Herc Holdings Escrow, Inc., a wholly owned subsidiary. These notes will not be registered under the Securities Act of 1933. If the offering does not close concurrently with the acquisition, the proceeds will be held in escrow until certain conditions are met. Upon closing, the issuing entity will merge into Herc Holdings, which will then assume obligations under the notes. The net proceeds from this offering will be used to finance the acquisition, redeem existing debt of H&E, and cover associated costs and expenses related to the acquisition, following the stipulated Merger Agreement between the entities dated February 19, 2025.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525121826

Filing Summary: Herc Holdings Inc. is filing communications regarding the proposed acquisition of H&E Equipment Services, Inc. After reaching key milestones such as the expiration of the HSR waiting period and SEC approval of their registration statement, Herc Holdings expects to close the acquisition by early June 2025. Integration plans are underway with activities including Okta enrollment for new team members, which is scheduled to begin soon. Key resources like the Rental Solutions Guide will be circulated to support integration, and strict guidelines are set to withhold distribution until the closing date. Forward-looking statements denote potential benefits yet emphasize the inherent risks and uncertainties surrounding the acquisition. Investors are advised to review associated exchange offer materials and registration statements for more detailed information.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525117961

Filing Summary: On May 12, 2025, Herc Holdings Inc. announced its intention to use a lender presentation to engage prospective lenders regarding a proposed term loan financing associated with its acquisition of H&E Equipment Services, Inc. This acquisition is guided by the Agreement and Plan of Merger dated February 19, 2025, involving Herc Holdings, its wholly owned subsidiary HR Merger Sub Inc., and H&E. The filing includes a cautionary note regarding forward-looking statements, which highlights various risks and uncertainties surrounding the acquisition process, such as regulatory approvals, potential integration challenges, and the ability to realize expected synergies and benefits from the transaction. Exhibit 99.1 containing excerpts from the lender presentation is also part of this document.

Form Type: 425

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116954

Filing Summary: Herc Holdings Inc. has filed communications regarding the proposed acquisition of H&E Equipment Services, Inc. The acquisition is expected to close in mid-2025. An Integration team is working towards a smooth transition, engaging employees through surveys to identify training needs. H&E employees transitioning to Herc Rentals will accrue vacation based on their years of service. Key questions addressed include vacation accrual policies and paid time off programs, clarifying how unused balances will be handled upon transition. Forward-looking statements warn of risks related to expectations of the transaction's benefits and closing timelines. The communication also stresses the importance of reviewing related materials available through the SEC before making decisions regarding shares.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525093526

Filing Summary: Herc Holdings Inc. filed a communication regarding the proposed acquisition of H&E Equipment Services, Inc. The transaction is expected to close by mid-year 2025, though specific dates are not finalized. Key operational milestones include X-date, the official transaction close date, and C-date, when H&E operations will integrate with Herc Rentals' systems. There will be a pilot cutover prior to full integration, and employees are encouraged to provide feedback through a survey. Herc Rentals continues to emphasize its workplace culture, recent achievements, and programs that enhance employee experience, such as tuition reimbursement and recognition awards. This communication includes forward-looking statements about anticipated challenges, regulatory approvals, integration expectations, and potential risks associated with the merger. The exchange offer for H&E shares was commenced on March 19, 2025, and related documents have been filed with the SEC for shareholder consideration.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525085880

Filing Summary: This communication is related to the proposed acquisition of H&E Equipment Services, Inc. by Herc Holdings Inc. The document outlines updates regarding the integration of H&E employees into Herc Rentals, addressing concerns about tenure, benefits, and the timing of the closing of the transaction. H&E employees will have their service time counted towards Herc Rentals' benefits programs, and details regarding PTO policies, 401(k) plans, and other employee benefits are discussed. Forward-looking statements regarding the acquisition highlight potential risks and uncertainties while also inviting H&E shareholders and employees to review additional tender offer materials for informed decision-making.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525079681

Filing Summary: Herc Holdings Inc. has filed a communication regarding the progress of its acquisition of H&E Equipment Services, Inc. The transaction is expected to close by mid-year 2025, pending regulatory approvals. A key component of the regulatory review is the premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act, which requires a 30-day waiting period for the Federal Trade Commission (FTC) to assess the potential market impact of the proposed combination. To facilitate this review, Herc Holdings voluntarily chose to withdraw and refile its HSR submission, restarting the 30-day waiting period. During the regulatory review process, the formal tender offer to H&E shareholders will remain open. The communication underscores the company's commitment to securing necessary approvals and expresses optimism about the long-term value of the merger. Additionally, it contains cautionary notes about forward-looking statements and risks associated with the acquisition.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525076939

Filing Summary: Herc Holdings Inc. is proposing to acquire H&E Equipment Services, Inc. This acquisition is in process, with a target closing date set for mid-year 2025. The communications aim to keep H&E employees informed about the transition to Herc Rentals, emphasizing continuity in daily operations and the integration of resources and technology. The transition plan includes a multi-phase migration for operations, ensuring employees maintain access to employer-provided benefits and payroll without coverage gaps. Detailed discussions about benefits and HR systems are outlined, along with a cautionary note on forward-looking statements regarding the transaction, highlighting potential risks and uncertainties involved in the acquisition process. Shareholders and investors are urged to review the detailed offer materials for further information.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525070404

Filing Summary: Herc Holdings Inc. has filed a communication regarding the proposed acquisition of H&E Equipment Services, Inc. This document outlines the intent to combine the two companies to enhance their standings in the equipment rental industry. The communication emphasizes the cultural compatibility of the two firms and reassures H&E employees about the integration process, highlighting Herc's commitment to transparency and employee satisfaction. The combination is presented as a transformative step for the company, promising to maintain open lines of communication during the transition. Cautionary statements regarding forward-looking information are included, addressing potential risks and uncertainties associated with the acquisition. The exchange offer commenced on March 19, 2025, and relevant materials have been filed with the SEC to provide H&E shareholders with necessary information for assessment.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525033367

Filing Summary: Herc Holdings Inc. is proposing to acquire H&E Equipment Services, Inc., as part of a strategy to enhance its rental and specialty equipment offerings. The merger aims to create a substantially larger and more effective company by combining complementary strengths in geographic reach and operational capabilities. The acquisition is expected to yield significant growth potential and operational synergies for both firms. Following the transaction, H&E employees can expect their compensation and benefits to remain comparable to those at Herc for at least one year. The new combination will allow for integration teams to capitalize on existing strengths, and the merged entity will be headquartered in Bonita Springs, Florida. Current plans include maintaining most existing job structures while potentially making minor adjustments to titles to fit Herc’s naming convention. The transaction is anticipated to close mid-year 2025, pending regulatory approvals and shareholder participation.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525033382

Filing Summary: H&E Equipment Services, Inc. is involved in a proposed acquisition by Herc Holdings Inc. The communication expresses excitement about the merger, emphasizing the complementary nature of both businesses and the anticipated benefits like expanded footprint and increased operational efficiencies. Stakeholders, including employees and customers, have shown strong support for the acquisition, showcasing a positive outlook for the combined companies. The transaction is expected to close by mid-2025, pending approvals and conditions. The document includes warnings about forward-looking statements and risks, clarifying that the tender offer has not yet begun and that it is not an offer to purchase shares. Additional documentation will be provided in due course, and H&E stockholders are encouraged to review these materials closely when available.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525033517

Filing Summary: Herc Holdings Inc. has filed communications in connection with the proposed acquisition of H&E Equipment Services, Inc. Herc's President and CEO, Larry Silber, expressed strong respect for the H&E team and emphasized the expected benefits of the transaction for employees, customers, and shareholders. The acquisition aims to expand Herc's footprint and fleet, potentially increasing operational efficiency and revenue generation with a combined revenue of approximately $5.2 billion. Analysts praised the combination as a strategic move to bolster Herc's position in the North American rental industry. The document mentions that additional materials will be provided to H&E stockholders, detailing the tender offer associated with the proposed acquisition, which has not yet commenced. Forward-looking statements address the potential benefits and risks associated with the transaction, highlighting the importance of H&E stockholders carefully reviewing future documentation related to the offer. Various factors could influence the success of the transaction and the realization of expected benefits, including regulatory approvals and integration challenges post-acquisition. Links to both companies' websites for further information are included, underscoring the communication's informative intent about the deal.

Form Type: 425

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030733

Filing Summary: On February 19, 2025, Herc Holdings Inc. entered into an Agreement and Plan of Merger to acquire H&E Equipment Services, Inc. The transaction involves a two-step cash and stock acquisition through a tender offer followed by a back-end merger. H&E shareholders will receive $78.75 in cash and 0.1287 shares of Herc common stock for each share of H&E common stock they hold. The tender offer will remain open for 20 business days and can be extended up to an additional 10 business days if conditions are unmet at the scheduled expiration. Following the tender offer, H&E will be merged into a wholly owned subsidiary of Herc with H&E surviving as a subsidiary. Various conditions must be met for the closing of the merger, including valid tendering of shares and regulatory approvals. The agreement stipulates a no-shop provision preventing H&E from soliciting other acquisition proposals and allows H&E to engage with a Superior Proposal under specific conditions, with a termination fee of approximately $144.8 million payable to Herc under certain circumstances.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029595

Filing Summary: Herc Holdings Inc. has announced the signing of a definitive merger agreement to acquire H&E Equipment Services, Inc. This acquisition signifies a significant step forward for both companies. The transaction is anticipated to close by mid-year 2025, subject to necessary approvals and the satisfaction of closing conditions. During the process leading up to the closing, both companies will continue to operate independently. The merger is seen as a strategic move to enhance shareholder value and strengthen both companies in their respective operations. Herc's management has expressed confidence in the benefits of the merger and ongoing communication with stakeholders is planned as the process progresses. The document also includes cautionary statements regarding forward-looking information about the transaction, stressing the uncertainties and risks involved, such as the timeliness of closing, realization of expected synergies, and potential regulatory challenges. Investors are encouraged to review detailed tender offer materials when they become available, as they will contain crucial information about the transaction and risks associated with it.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029597

Filing Summary: Herc Holdings Inc is proposing to acquire H&E Equipment Services, Inc. The acquisition is structured to include cash and stock, with H&E shareholders receiving $78.75 in cash and 0.1287 shares of Herc common stock per share they own, which sums to a total value of $104.89 per share based on the 10-day volume-weighted average price (VWAP) of Hercules stocks. This proposal provides a 14% premium over H&E's prior agreement with United Rentals, which involved a $92 per share cash offer. The expected benefits of the acquisition include substantial synergies, estimated at approximately $300 million in EBITDA synergies, with $125 million from cost synergies and $175 million from revenue synergies. The transaction is positioned to enhance Herc’s market position, expanding their rental business footprint significantly across North America, with an anticipatory close around mid-2025 pending the receipt of regulatory approvals and the tendering of a majority of H&E shares. Herc Holdings expects significant growth in cash EPS post-acquisition, anticipating high single-digit accretion in 2026, increasing to over 20% as synergies are realized, along with a projected return on invested capital exceeding the cost of capital by three years following the deal.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029604

Filing Summary: On February 19, 2025, Herc Holdings Inc. and H&E Equipment Services, Inc. announced the termination of H&E's prior merger agreement with United Rentals, Inc. and the establishment of a definitive merger agreement under which Herc Holdings will acquire H&E Equipment Services. The merger is a significant strategic move for both companies aimed at enhancing their competitive position in the market. The joint press release detailing this announcement is included as Exhibit 99.1 of the filing.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029624

Filing Summary: On February 19, 2025, H&E Equipment Services, Inc. entered into an Agreement and Plan of Merger with Herc Holdings Inc. and HR Merger Sub Inc. The agreement involves H&E Equipment Services being acquired by Merger Sub through a two-step cash and stock transaction process: a tender offer followed by a back-end merger. The tender offer will provide shareholders with a cash payment of $78.75 per share and 0.1287 shares of Herc common stock. The Offer is set to remain open for 20 business days from its commencement, with options for extensions if conditions are not met. Upon completion of the Offer, a merger will occur that converts non-tendered shares into an equivalent cash and stock right. The agreement also includes provisions for equity awards and details on how unvested awards will be treated post-merger. Importantly, the merger agreement mandates the board of H&E Equipment Services to recommend the Offer to shareholders and imposes a termination fee of approximately $144.8 million if they accept a superior proposal. The merger agreement was filed as an exhibit, and both parties released a joint press statement to announce the merger details.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029610

Filing Summary: On February 19, 2025, H&E Equipment Services, Inc. entered into an Agreement and Plan of Merger with Herc Holdings Inc. and HR Merger Sub Inc. The agreement facilitates a cash and stock acquisition of H&E Equipment Services by Herc Holdings via a two-step transaction consisting of a tender offer followed by a back-end merger. H&E Equipment Services' board of directors has unanimously approved this transaction. The tender offer will initially be available for twenty business days and offers $78.75 in cash plus 0.1287 shares of Parent common stock per share of H&E common stock. Subsequently, the Company will be merged into Merger Sub, resulting in H&E becoming a wholly owned subsidiary of Herc. Certain equity awards will vest and be converted in accordance with the Agreement. The Agreement also includes a termination fee clause of $144,842,468 and other customary provisions regarding the conduct of H&E's business prior to the merger. A joint press release announcing the merger was issued by both companies on the same date.

Form Type: SC 14D9/A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029202

Filing Summary: On February 19, 2025, H&E Equipment Services, Inc. announced significant actions regarding a merger and a termination agreement. The Company Board held a special meeting on February 18, 2025, soliciting financial analysis from BofA Securities and obtaining a fairness opinion regarding the proposed merger consideration under the Herc Proposal. Following discussions, the Company Board unanimously authorized the termination of the Merger Agreement and approved the new Herc Merger Agreement, determining it to be in the best interests of the shareholders. Concurrently on February 19, 2025, the Company confirmed the termination of the previous Merger Agreement with URI and Merger Sub, and Herc paid a Company Termination Fee of $63,523,892 to URI on behalf of H&E Equipment Services. A joint press release was issued on the same day announcing these transactions.

Form Type: SC14D9C

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029656

Filing Summary: H&E Equipment Services, Inc. is involved in a proposed acquisition through an Agreement and Plan of Merger with Herc Holdings Inc. and its subsidiary HR Merger Sub Inc., dated February 19, 2025. This document includes preliminary communications related to the acquisition and outlines the intentions behind the merger, emphasizing that forward-looking statements regarding the transaction come with risks and uncertainties. The attached exhibits include a joint press release and a letter addressed to the company’s employees, both dated February 19, 2025. The document indicates that the tender offer has not yet commenced, with plans for future filings upon commencement.

Form Type: SC 14D9

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525014487

Filing Summary: H&E Equipment Services, Inc. filed a Schedule 14D-9 to solicit recommendations regarding a cash tender offer by UR Merger Sub VII Corporation, a wholly owned subsidiary of United Rentals, Inc., to acquire all outstanding shares of H&E Equipment Services at a price of $92.00 per share. As of January 24, 2025, there were 36,603,532 shares issued and outstanding. The tender offer is being made pursuant to a Merger Agreement dated January 13, 2025. The offer will expire on February 25, 2025, unless extended. Upon consummation of the merger, H&E Equipment Services will cease to be publicly traded and will become a wholly-owned subsidiary of United Rentals, Inc. The Company’s board recommends that shareholders accept the offer and tender their shares. The document outlines the details of the merger, rights of shareholders, potential conflicts of interest, and agreements with executive officers. It also specifies conditions related to the offer's execution including a minimum condition requiring at least half of the outstanding shares to be tendered and various customary legal stipulations. The filing also includes information on the ownership of shares by executive officers and directors, and discussions of severance agreements related to the transaction.

Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005785

Filing Summary: On January 13, 2025, H&E Equipment Services, Inc. entered into a Merger Agreement with United Rentals, Inc. for an all-cash acquisition. The agreement outlines a two-step transaction consisting of a tender offer followed by a subsequent back-end merger. United Rentals will commence a cash tender offer to acquire all shares of H&E's common stock at a price of $92.00 per share. The offer will last for twenty business days and can be extended for up to 10 business days if conditions are unmet. Following the tender offer, the merger will occur, making H&E a wholly owned subsidiary of United Rentals. The agreement includes a 35-day 'go-shop' period allowing H&E to seek higher bids, and a termination fee structure should H&E choose an alternative proposal. Additionally, executive severance agreements have been established to compensate named executive officers under certain termination conditions. Amendments to the company bylaws were made to designate exclusive forums for legal actions. A joint press release announcing the merger will be issued on January 14, 2025.

Form Type: SC TO-C

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003298

Filing Summary: On January 13, 2025, United Rentals, Inc. (URI) signed a Merger Agreement to acquire H&E Equipment Services, Inc. (H&E) through a two-step all cash transaction involving a tender offer followed by a back-end merger. The cash tender offer will purchase all outstanding shares of H&E's common stock at a price of $92.00 per share. The offer will remain open for twenty business days and may be extended if necessary. Upon completion of the tender offer, H&E will merge into URI's subsidiary, with H&E surviving as a wholly owned subsidiary of URI. The agreement includes a 'go-shop' period for H&E’s board to seek better proposals until February 17, 2025. A bridge facility letter was also established for a senior unsecured loan of $3.8 billion to fund the acquisition costs. URI's board and H&E's board approved the terms of the merger, setting conditions for both parties.

Form Type: SC14D9C

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525006136

Filing Summary: H&E Equipment Services, Inc. filed this Schedule 14D-9C to provide information regarding the proposed acquisition of the company by United Rentals, Inc. under an Agreement and Plan of Merger dated January 13, 2025. The filing includes preliminary communications related to the forthcoming tender offer by United Rentals. A joint press release and a letter to employees was issued on January 14, 2025, outlining details and implications of the proposed acquisition. The document discusses the risks and uncertainties associated with the merger, emphasizing that actual results may differ from forward-looking statements due to various factors, including regulatory approvals and the business impact from market reactions to the merger announcement. Furthermore, it highlights that further tender offer materials will be filed with the SEC when the offer is launched and provides guidance on where to access these documents.