Tender Offer - H&E Equipment Services, Inc.
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 Consequently, URI and Merger Sub have withdrawn their offer, and any shares previously tendered will be returned to stockholders.
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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.
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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.
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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.
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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.
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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.
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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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