M&A - HERC HOLDINGS INC

Form Type: DEF 14A

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000136447925000014

Filing Summary: Herc Holdings Inc. presents a proxy statement for its annual meeting of stockholders scheduled for May 15, 2025. The document outlines proposals for the election of seven nominees as directors until the next annual meeting, an advisory vote on executive compensation, and ratification of the independent registered public accounting firm. The meeting aims to engage stockholders in critical discussions regarding the company’s direction and governance. Herc Holdings highlights recent business performance, including a growth in equipment rental revenue and plans to acquire H&E Equipment Services, Inc. signed on February 19, 2025, which is expected to increase net leverage and enhance market position. The proxy statement is a definitive version filed with the SEC, which underscores the company’s commitment to good corporate governance and reflects on operational metrics and strategic plans.

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Form Type: S-4

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525057826

Filing Summary: Herc Holdings Inc. is initiating a cash and stock exchange offer for outstanding shares of H&E Equipment Services, Inc. The offer includes $78.75 in cash and 0.1287 shares of Herc common stock for each share of H&E. The offer will expire on April 15, 2025, unless extended. This acquisition is structured as the first step towards a merger, where Herc plans to acquire complete control of H&E, which will subsequently become a wholly-owned subsidiary. The board of directors of both companies has recommended this merger as fair and in the best interests of their respective shareholders. H&E's shareholders will receive the specified transaction consideration, and if they do not tender their shares, the merger will still result in them receiving the same consideration. The registration statement filed under the Securities Act is pending effectiveness, meaning H&E shares cannot be exchanged until it is declared effective. The offer is subject to several conditions, including a minimum tender condition where more than 50% of H&E shares must be validly tendered. The financing for this acquisition will be facilitated through a combination of newly issued debt and available borrowings.

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Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525052987

Filing Summary: On March 11, 2025, Herc Holdings Inc. entered into a Third Amendment to its senior secured asset-based revolving credit facility. This amendment permits the consummation of the company's previously announced acquisition of all outstanding shares of H&E Equipment Services, Inc.'s common stock. Additionally, the amendment allows for the incurrence of indebtedness and related liens associated with this acquisition. The document describes the Third Amendment to provide information regarding its terms, which is recorded in full as Exhibit 10.1.

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Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525030725

Filing Summary: On February 19, 2025, Herc Holdings Inc. entered into an Agreement and Plan of Merger with H&E Equipment Services, Inc. and its wholly owned subsidiary HR Merger Sub Inc. for the acquisition of H&E. The transaction involves a cash and stock tender offer, with the Offer price set at $78.75 per share in cash and 0.1287 shares of Company common stock. The agreement allows for a subsequent merger following the tender offer, where H&E will become a wholly owned subsidiary of Herc. The Offer will initially be open for twenty business days and may be extended. The agreement includes provisions for the vesting of outstanding restricted stock units and performance shares of H&E. The Company has committed to financing the acquisition with a senior secured loan of up to $4.5 billion. The deal is subject to various customary conditions and regulatory approvals, with termination fees outlined for certain scenarios.

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Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029600

Filing Summary: On February 19, 2025, Herc Holdings Inc. and H&E Equipment Services, Inc. announced in a joint press release that H&E has terminated its prior merger agreement with United Rentals, Inc. Furthermore, the two companies have entered into a definitive merger agreement whereby Herc Holdings Inc. will acquire H&E Equipment Services, Inc. The details surrounding the merger agreement were disclosed in the joint press release attached as Exhibit 99.1 to this report.

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