M&A - UNITED RENTALS NORTH AMERICA INC

Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003275

Filing Summary: On January 13, 2025, United Rentals, Inc. entered into an Agreement and Plan of Merger with H&E Equipment Services, Inc., which involves a two-step all cash transaction. The plan comprises a cash tender offer to buy all outstanding shares of H&E’s common stock at $92.00 per share, followed by a merger process. The merger agreement obtained unanimous approval from the board of directors of URI. The tender offer will last for twenty business days but may be extended if necessary. The process guarantees that H&E shares not tendered will be converted into cash equal to the offer price post-merger. Various conditions, including regulatory approvals, must be met for the offer and ensuing merger to take place. Additionally, there is a 35-day 'go-shop' period facilitating H&E Board to explore alternative acquisition proposals before entering a customary 'no-shop' phase. H&E and United Rentals (North America) also secured a bridge facility commitment letter to fund the acquisition. The merger agreement includes potential termination fees and stipulates that H&E’s Board must encourage shareholder participation in the tender offer. A joint press release about the agreement was issued on January 14, 2025, along with an investor presentation.