Tender Offer - H&E Equipment Services, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-05-23
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525125513
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by H&E Equipment Services, Inc. regarding the ongoing tender offer initiated by HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc. The amendment reports that the expiration date of the tender offer has been extended to May 29, 2025, from the previous deadline of May 22, 2025. As of the close of business on May 22, 2025, a total of 24,827,794 shares, representing approximately 67.72% of the outstanding shares, were validly tendered. An additional 859,309 shares were tendered under guaranteed delivery procedures, accounting for around 2.34% of the outstanding shares.
Additional details:
Tender Offer Expiration Date: 2025-05-29
Shares Tendered: 24827794
Percentage Tendered: 67.72
Additional Shares Tendered: 859309
Additional Percentage Tendered: 2.34
Form Type: SC TO-T/A
Filing Date: 2025-05-23
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525125522
Filing Summary: This document is an amendment (No. 7) to the Tender Offer Statement on Schedule TO filed by Herc Holdings Inc. and its wholly-owned subsidiary, HR Merger Sub Inc., for H&E Equipment Services, Inc. It indicates a third-party tender offer where Merger Sub intends to exchange cash and shares of Herc common stock for validly tendered H&E shares. The amended offer consideration is set at $78.75 in cash and 0.1287 of a share of Herc common stock for each tendered share of H&E. The expiration of the offer has been extended from May 22, 2025, to May 29, 2025, to allow for the satisfaction of the remaining conditions. As of May 22, 2025, approximately 67.72% of outstanding H&E shares had already been tendered, with an additional 2.34% tendered via guaranteed delivery procedures. A press release regarding this extension was issued on May 23, 2025, and incorporated into this filing. Significant documents including the Prospectus/Offer to Exchange and amendments to the Registration Statement on Form S-4 are referenced and incorporated herein.
Additional details:
Tender Offer Price: $78.75
Tender Offer Stock Exchange Ratio: 0.1287
Expiration Date: 2025-05-29
Percent Tendered: 67.72
Additional Percent Tendered Guaranteed Delivery: 2.34
Form Type: SC 14D9/A
Filing Date: 2025-05-15
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525120784
Filing Summary: This document is an Amendment No. 5 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by H&E Equipment Services, Inc. The filing relates to a cash and stock tender offer by HR Merger Sub Inc., a subsidiary of Herc Holdings Inc., to acquire all outstanding shares of H&E Equipment Services' common stock. The offer includes a payment of $78.75 per share and 0.1287 shares of Herc common stock for each share held. The required antitrust waiting period under the HSR Act expired on May 14, 2025, satisfying conditions for the offer. The merger remains subject to other closing conditions.
Additional details:
Title Of Class: Common Stock
Cik Number: 404030108
Contact Person Name: Bradley W. Barber
Contact Person Address: 7500 Pecue Lane Baton Rouge, Louisiana 70809
Contact Person Phone: (225) 298-5200
Legal Counsel: Milbank LLP
Legal Counsel Address: 55 Hudson Yards New York, New York 10001
Legal Counsel Phone: (212) 530-5000
Offer Price: $78.75
Offer Equity: 0.1287 shares of Herc common stock
Waiting Period Expiration: 2025-05-14
Form Type: SC TO-T/A
Filing Date: 2025-05-15
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525120806
Filing Summary: This document is Amendment No. 6 to the Tender Offer Statement on Schedule TO related to H&E Equipment Services, Inc. filed by Herc Holdings Inc. and its wholly-owned subsidiary HR Merger Sub Inc. The amendment is in connection with the tender offer to exchange for each outstanding share of H&E common stock $78.75 in cash and 0.1287 of a share of Herc common stock. The offer includes cash in lieu of fractional shares, and the transaction consideration is provided without interest and subject to applicable withholding taxes. Notably, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act related to the offer has expired, fulfilling a condition necessary for the execution of the transaction. This amendment supplements items from the original Schedule TO while maintaining that all previous information remains unchanged unless specified otherwise. Additionally, exhibits are incorporated by reference to include pertinent documents such as the Prospectus/Offer to Exchange and Letter of Transmittal.
Additional details:
Total Tender Offer Price: $78.75
Stock Fraction Exchange Rate: 0.1287
Waiting Period Expiration Date: 2025-05-14
Amendment Number: 6
Registration Statement Date: 2025-03-19
Form Type: SC 14D9/A
Filing Date: 2025-05-08
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525116026
Filing Summary: This Amendment No. 4 to Schedule 14D-9 filed by H&E Equipment Services, Inc. relates to a cash and stock tender offer by HR Merger Sub Inc., a subsidiary of Herc Holdings Inc., to acquire all outstanding shares of H&E's common stock. On May 8, 2025, Herc announced the extension of the tender offer's expiration date from May 13, 2025, to May 22, 2025. As of May 7, 2025, a total of 11,999,305 shares, or approximately 32.73% of outstanding shares, were validly tendered. An additional 53,759 shares were tendered under guaranteed delivery procedures, accounting for approximately 0.15% more of outstanding shares. This document updates the previous filing dated March 19, 2025, and incorporates previous disclosures. The tender offer price includes $78.75 in cash and 0.1287 shares of Herc common stock per share of H&E's common stock.
Additional details:
Extension Date: 2025-05-22
Tendered Shares: 11999305
Tendered Percentage: 32.73
Guaranteed Delivery Shares: 53759
Guaranteed Delivery Percentage: 0.15
Form Type: SC TO-T/A
Filing Date: 2025-05-08
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525116049
Filing Summary: H&E Equipment Services, Inc. is the subject of a tender offer initiated by HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc. The tender offer involves an exchange of $78.75 in cash and 0.1287 shares of Herc common stock for each validly tendered share of H&E common stock. This document is an amendment to the original tender offer statement filed on March 19, 2025, and includes updates specific to the offer's extension and additional tendered shares. The offer, initially set to expire on May 13, 2025, has been extended to May 22, 2025, to meet remaining conditions of the offer and to allow for the receipt of necessary regulatory approvals. As of May 7, 2025, approximately 32.73% of H&E shares have been validly tendered, with an additional 0.15% through guaranteed delivery. A related press release was issued on May 8, 2025, announcing the extension of the offer.
Additional details:
Transaction Type: third-party tender offer
Offer Price: $78.75
Stock Exchange Ratio: 0.1287
Expiration Date: 2025-05-22
Form Type: SC 14D9/A
Filing Date: 2025-04-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525105916
Filing Summary: This document is Amendment No. 3 to the Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 regarding H&E Equipment Services, Inc. It relates to a cash and stock tender offer initiated by HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc., to acquire all outstanding shares of H&E Equipment Services' common stock. The Offer consists of $78.75 in cash and 0.1287 shares of Herc common stock per share of H&E's stock. The Offer was initially set to expire on April 29, 2025, but has been extended to May 13, 2025. As of April 29, 2025, 18,977,282 shares were validly tendered, representing approximately 51.76% of the outstanding shares, with an additional 457,173 shares tendered via guaranteed delivery procedures. The filing includes supplementary information and clarifications regarding the terms of the Offer as outlined in the original filing from March 19, 2025.
Additional details:
Tender Offer Price: $78.75
Tender Offer Stock: 0.1287 shares of Herc common stock
Offer Expiration Date: 2025-05-13
Shares Tendered: 18,977,282
Percentage Outstanding Shares: 51.76%
Additional Shares Tendered: 457,173
Additional Percentage: 1.25%
Form Type: SC TO-T/A
Filing Date: 2025-04-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525105881
Filing Summary: This document is an Amendment No. 4 to the Tender Offer Statement on Schedule TO filed by Herc Holdings Inc. and its wholly owned subsidiary HR Merger Sub Inc. It relates to the offer to exchange for each outstanding share of common stock of H&E Equipment Services, Inc. Approximately 51.76% of the outstanding shares (18,977,282 shares) were validly tendered by the expiration date on April 29, 2025. The offer is being extended to May 13, 2025, to allow for the satisfaction of remaining conditions, including regulatory approvals. The transaction consideration for each validly tendered H&E share is $78.75 in cash plus 0.1287 shares of Herc common stock. A press release was issued on April 30, 2025, announcing the extension of the offer.
Additional details:
Tender Offer Price: $78.75
Exchange Ratio: 0.1287
Percentage Tendered: 51.76%
Extension Date: 2025-05-13
Press Release Date: 2025-04-30
Form Type: SC TO-T/A
Filing Date: 2025-04-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525087332
Filing Summary: This document is Amendment No. 3 to the Tender Offer Statement on Schedule TO originally filed by Herc Holdings Inc. and HR Merger Sub Inc. regarding their intention to acquire H&E Equipment Services, Inc. The amendment addresses a technical issue where conformed signatures were omitted from the previous amendment's electronic filing. No content changes were made to Amendment No. 2 filed on April 18, 2025. The filing also includes updates and references to various exhibits related to the tender offer process including letters of transmittal, notices, and communications regarding the acquisition. The tender offer is classified as a third-party tender offer under Rule 14d-1, indicating a structured acquisition process where Herc Holdings Inc. is seeking to acquire shares from H&E Equipment Services, Inc. through its wholly owned subsidiary HR Merger Sub Inc.
Additional details:
Title: is_final_amendment
Value: No
Title: previous_filing_date
Value: 2025-04-18
Title: offeror_name
Value: Herc Holdings Inc.
Title: offeror_type
Value: third-party
Title: cusip_number
Value: 404030108
Title: date_of_acquisition
Value: 2025-02-19
Form Type: SC 14D9/A
Filing Date: 2025-04-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525082186
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement by H&E Equipment Services, Inc. regarding a cash and stock tender offer from HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc. The initial Offer was for $78.75 per share and 0.1287 shares of Herc common stock, which was disclosed in the Tender Offer Statement filed on March 19, 2025. The amendment notes an extension of the Offer deadline from April 15, 2025, to April 29, 2025. It also details the antitrust compliance under the HSR Act with respect to the acquisition of shares and the status of submitted filings to the FTC and the Antitrust Division. By April 15, 2025, approximately 48.84% of outstanding shares were tendered, along with an additional 1.05% under guaranteed delivery procedures.
Additional details:
Tender Offer Expiration Date: 2025-04-29
Tender Offer Price: $78.75
Tender Offer Stock Exchange Ratio: 0.1287
Shares Validly Tendered: 17906866
Percentage Validly Tendered: 48.84
Additional Shares Tendered: 385504
Additional Percentage Tendered: 1.05
Form Type: SC TO-T/A
Filing Date: 2025-04-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525082187
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO originally filed by Herc Holdings Inc. and HR Merger Sub Inc. The amendment relates to the previously scheduled tender offer for the common stock of H&E Equipment Services, Inc. The offer was extended from April 15, 2025, to April 29, 2025, to allow additional time for fulfilling remaining conditions, including regulatory approvals. As of the original expiration date, 17,906,866 shares (about 48.84% of outstanding shares) were tendered. The consideration for each share includes $78.75 in cash and 0.1287 shares of Herc common stock. A press release announcing the extension was issued on April 16, 2025.
Additional details:
Tender Offer Price: $78.75
Exchange Ratio: 0.1287
Tendered Shares: 17,906,866
Percentage Tendered: 48.84%
Additional Tendered Shares: 385,504
Additional Percentage Tendered: 1.05%
New Expiration Date: 2025-04-29
Form Type: 425
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525057958
Filing Summary: On March 19, 2025, Herc Holdings Inc. announced through a press release that its wholly-owned subsidiary, HR Merger Sub Inc., commenced a tender offer to acquire all outstanding shares of H&E Equipment Services, Inc. The offer price is set at $78.75 in cash plus 0.1287 shares of Company common stock for each H&E share, without interest. This action is pursuant to a merger agreement dated February 19, 2025. The press release related to this announcement is included as Exhibit 99.1 of the report, detailing further information about the offer and the intended acquisition.
Additional details:
Tender Offer Price: $78.75
Common Stock Exchange Ratio: 0.1287
Merger Agreement Date: 2025-02-19
Form Type: SC 14D9
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525057955
Filing Summary: H&E Equipment Services, Inc. filed a Schedule 14D-9 concerning a cash and stock tender offer by HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc. The tender offer is for all outstanding shares of H&E's common stock at a price of $78.75 in cash and 0.1287 shares of Herc common stock per share. The offer is made under the Merger Agreement dated February 19, 2025. The transaction is expected to close if certain conditions are met, including the valid tender of shares representing over 50% of outstanding shares. The offer will expire on April 15, 2025, unless extended. As per the agreement, H&E will become a wholly-owned subsidiary of Herc following the merger, which will lead to H&E ceasing to be publicly traded.
Additional details:
Cash Offer Price: 78.75
Stock Offer Price: 0.1287
Expiration Time: 2025-04-15
Form Type: SC TO-T
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525057937
Filing Summary: H&E Equipment Services, Inc. is subject to a third-party tender offer initiated by HR Merger Sub Inc., a wholly owned subsidiary of Herc Holdings Inc. The offer aims to exchange each outstanding share of H&E common stock for $78.75 in cash and 0.1287 of a share of Herc common stock, plus cash for any fractional shares. The document summarizes the United States Securities and Exchange Commission's filing details, including the conditions of the offer, the number of H&E shares outstanding, and the proposed financing sources for the transaction. Additional details regarding the terms of the transaction, reasons for the merger, and corporate governance information are included in associated filings and the offer prospectus. The offer and merger are positioned as beneficial for shareholders, management engagements, and the future direction of the companies involved.
Additional details:
Subject Company: H&E Equipment Services, Inc.
Offeror: HR Merger Sub Inc.
Offer Price Cash: $78.75
Offer Price Stock: 0.1287
Cusip Number: 404030108
Total H E Shares: 36,669,386
Unvested Restricted Stock Awards: 266,116
Filing Persons: Herc Holdings Inc.
Principal Market: [to be determined]
Financing Sources: cash on hand, proceeds from sales of marketable securities, new third-party debt financing
Form Type: SC TO-T/A
Filing Date: 2025-02-19
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925014998
Filing Summary: This document is an amendment to the Tender Offer Statement regarding H&E Equipment Services, Inc. by UR Merger Sub VII Corporation, a subsidiary of United Rentals, Inc. The amendment announces the termination of the tender offer which was initially filed on January 28, 2025, to buy all outstanding shares of H&E at $92.00 per share. On February 11, 2025, H&E received a superior acquisition proposal from a third party. Following communications between the parties, including UR's waiver of its matching rights on February 17, H&E's board terminated its previous merger agreement with URI on February 19, 2025. Consequently, URI and Merger Sub have withdrawn their offer, and any shares previously tendered will be returned to stockholders.
Additional details:
Acquisition Proposal Received Date: 2025-02-11
Superior Proposal Determined Date: 2025-02-16
Uri Waiver Date: 2025-02-17
Merger Agreement Termination Date: 2025-02-19
Offer Price Per Share: 92.00
Termination Fee Payment Demanded: true
Shares Purchased: none
Form Type: SC 14D9/A
Filing Date: 2025-02-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525019384
Filing Summary: This document serves as Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by H&E Equipment Services, Inc. It pertains to the cash tender offer initiated by UR Merger Sub VII Corporation, a wholly owned subsidiary of United Rentals, Inc., seeking to acquire all outstanding shares of H&E Equipment Services at a price of $92.00 per share in cash. The amendment includes updates on the antitrust compliance under the HSR Act, detailing the requirements for acquiring transactions and the initial waiting periods for such offers. On January 31, 2025, URI voluntarily withdrew its HSR filing to allow additional review time and subsequently refiled the notification on February 3, 2025. This document outlines the potential for changes in the waiting period in response to reviewing agency actions and mentions that there is no current belief that the offer will violate antitrust laws, although challenges could arise.
Additional details:
Title Of Class: Common Stock
Cusip Number: 404030108
Authorized Person Name: Bradley W. Barber
Authorized Person Address: 7500 Pecue Lane Baton Rouge, Louisiana 70809
Authorized Person Telephone: (225) 298-5200
Law Firm Contact Name: Derek Winokur
Law Firm Contact Number: (212) 530-5000
Offer Price: $92.00
Initial Waiting Period Days: 15
Hsr Notification Submission Date: 2025-01-16
Hsr Refiling Date: 2025-02-03
Waiting Period Expiration Date: 2025-02-18
Form Type: SC TO-T/A
Filing Date: 2025-02-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925008667
Filing Summary: This document is an amendment to the previously filed Tender Offer Statement on Schedule TO by UR Merger Sub VII Corporation, a subsidiary of United Rentals, Inc., to acquire all outstanding shares of H&E Equipment Services, Inc. at a price of $92.00 per share. The amendment provides updates regarding the tender offer, including responses to possible antitrust considerations under the HSR Act with the FTC and DOJ. The filing includes details about the regulatory approval process and the withdrawal and re-filing of the HSR Notification Form. The waiting period for the transaction is set to expire on February 18, 2025, unless altered by the regulatory agencies. The document is signed on February 3, 2025, confirming the accuracy of the information provided in the statement.
Additional details:
Tender Offer Price: 92.00
Waiting Period Expiration Date: 2025-02-18
Hsr Notification Submission Date: 2025-01-16
Hsr Notification Refiling Date: 2025-02-03
Form Type: SC TO-T
Filing Date: 2025-01-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925006713
Filing Summary: UR Merger Sub VII Corporation, a wholly owned subsidiary of United Rentals (North America), Inc., has initiated a tender offer to purchase all outstanding shares of common stock of H&E Equipment Services, Inc. at a price of $92.00 per share in cash, net to the holders, without interest, subject to withholding of applicable taxes. The offer is part of a strategic acquisition plan and the announcement outlines the terms and conditions detailed in the attached Offer to Purchase and Letter of Transmittal. The filing indicates that this is a third-party tender offer, and it is not the issuer's own offer. The Offer was published on January 28, 2025, the same day as the filing, pushing forward with the strategic acquisition process.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 404030108
Offer Price Per Share: 92.00
Company Name: H&E Equipment Services, Inc.
Merger Sub Name: UR Merger Sub VII Corporation
Parent Company Name: United Rentals (North America), Inc.
Parent Company Parent Name: United Rentals, Inc.
Name Of Person Authorized: Joli Gross
Address Of Person Authorized: 100 First Stamford Place, Suite 700 Stamford, CT 06902
Telephone Of Person Authorized: (203) 622-3131
Form Type: SC TO-C
Filing Date: 2025-01-15
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925003546
Filing Summary: This document is a Tender Offer Statement filed by H&E Equipment Services, Inc. regarding a proposed third-party tender offer for its outstanding shares of Common Stock by UR Merger Sub VII Corporation, a wholly owned subsidiary of United Rentals (North America), Inc. The filing signifies the preliminary communications before the official commencement of the tender offer. The transaction involves the acquisition of shares at a par value of $0.01 each. The communications state that any formal offer will be made via a prospectus or offering memorandum compliant with securities laws, and the necessary materials will be filed with the SEC upon the start of the tender offer. This filing does not require a filing fee as it pertains only to preliminary communications, and no specific financial details or previously paid amounts for this filing were disclosed. Additional information indicates that while not a final tender, the communication emphasizes the importance of reviewing detailed subsequent filings associated with the tender offer when they become available.
Additional details:
Name Of Subject Company: H&E Equipment Services, Inc.
Names Of Filing Persons: UR Merger Sub VII Corporation
Transaction Valuation: N/A
Amount Of Filing Fee: N/A
Communication Type: preliminary communications
Title Of Class Of Securities: Common Stock
Cusip Number: 404030108
Address Of Contact Person: 100 Stamford Place, Suite 700, Stamford, CT 06902
Contact Person Telephone: (203)-618-7342
Legal Advisor Name: Francis J. Aquila
Legal Advisor Firm: Sullivan & Cromwell LLP
Legal Advisor Address: 125 Broad Street, New York, NY 10004
Legal Advisor Telephone: (212) 558-4000
Exhibit: Welcome Letter/FAQ to H&E Equipment Services, Inc. employees, dated January 14, 2025.
Form Type: SC TO-C
Filing Date: 2025-01-15
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925003547
Filing Summary: This document is a Tender Offer Statement filed by H&E Equipment Services, Inc. concerning a preliminary communication before the commencement of a tender offer. The offer is made by UR Merger Sub VII Corporation, a wholly owned subsidiary of United Rentals (North America), Inc., which is itself a wholly owned subsidiary of United Rentals, Inc. The tender offer involves the outstanding shares of H&E Equipment Services' common stock, which has a par value of $0.01 per share. The filing indicates that no filing fee is required for this notice, as it pertains solely to preliminary communications before the tender offer starts. Further details will be provided in the formal tender offer documents once filed with the SEC.
Additional details:
Title Of Class: Common Stock
Cik Number: 404030108
Filing Person: UR Merger Sub VII Corporation
Subsidiary Of: United Rentals (North America), Inc.
Contact Name: Joli Gross
Contact Address: 100 Stamford Place, Suite 700 Stamford, CT 06902
Contact Phone: (203)-618-7342
Legal Counsel Name: Francis J. Aquila
Legal Counsel Firm: Sullivan & Cromwell LLP
Legal Counsel Address: 125 Broad Street New York, NY 10004
Legal Counsel Phone: (212) 558-4000
Exhibit: Exhibit 99.1
Transcript Date: January 14, 2025
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