UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
H&E EQUIPMENT SERVICES, INC.
(Name of Subject Company)
H&E EQUIPMENT SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
404030108
(CUSIP Number of Common Stock)
Bradley W. Barber
7500 Pecue Lane
Baton Rouge, Louisiana 70809
(225) 298-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Derek Winokur
Iliana Ongun
Milbank LLP
55 Hudson Yards
New York, New York 10001
(212) 530-5000
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9C consists of the following documents related to the proposed acquisition of H&E Equipment Services, Inc., a Delaware corporation (the Company or H&E Equipment Services), pursuant to the terms of an Agreement and Plan of Merger, dated as of February 19, 2025, by and among Herc Holdings Inc., a Delaware corporation (Parent or Herc), the Company, and HR Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent:
1. | Joint Press Release, dated February 19, 2025, issued by the Company and Parent, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. |
2. | Letter to the Companys Employees from John M. Engquist, Brad Barber, John Engquist and Leslie Magee, dated February 19, 2025, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. |
Items #1-2 above were first used or made available on February 19, 2025.
Forward-Looking Statements
This Schedule 14D-9C contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, investors should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. H&E Equipment Services uses words such as anticipates, believes, plans, expects, projects, future, intends, may, will, should, could, estimates, predicts, targets, potential, continue, guidance and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the Securities and Exchange Commission (SEC) reports filed by Herc and H&E Equipment Services, as well as the possibility that (1) Herc and H&E Equipment Services may be unable to obtain regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the acquisition as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) H&E Equipment Services business may suffer as a result of uncertainty surrounding the proposed transaction, or any adverse effects on H&E Equipment Services ability to maintain relationships with customers, employees and suppliers; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (5) any negative effects of the announcement of the proposed transaction or the financing thereof on the market price of H&E Equipment Services common stock or other securities; and (6) the industry may be subject to future risks that are described in the Risk Factors section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Herc and H&E Equipment Services. H&E Equipment Services gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Herc and H&E Equipment Services described in the Risk Factors section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Herc and H&E Equipment Services. These forward-looking statements speak only as of the date hereof. H&E Equipment Services undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Additional Information and Where to Find It
This Schedule 14D-9C is for information purposes only and not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws. Hercs tender offer has not commenced. At the time the tender offer is commenced, Herc will file, or will cause to be filed, tender offer materials on Schedule TO with the SEC and H&E Equipment Services will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement, as they may be amended from time to time, will contain important information that should be read carefully when they become available and considered before any decision is made with respect to the tender offer. Those materials and all other documents filed by, or caused to be filed by, Herc and H&E Equipment Services with the SEC will be available at no charge on the SECs website at www.sec.gov. The tender offer materials and related materials also may be obtained for free (when available) under the FinancialsSEC Filings section of Hercs investor website at https://ir.hercrentals.com/, and the Solicitation/Recommendation Statement and such other documents also may be obtained for free (when available) from H&E Equipment Services under the Financial InformationSEC Filings section of H&E Equipment Services investor website at https://investor.he-equipment.com/.
Exhibit |
Description | |
99.1 | Joint Press Release, dated February 19, 2025, issued by H&E Equipment Services, Inc. and Herc Holdings Inc. | |
99.2 | Letter to H&E Equipment Services, Inc.s Employees from John M. Engquist, Brad Barber, John Engquist and Leslie Magee, dated February 19, 2025. |
Exhibit 99.1
Herc Holdings and H&E Equipment Services Enter into Definitive Merger Agreement
Acquisition Scales Hercs Premier Platform and Accelerates Strategy for Industry Leading Growth and Superior Value Creation
Transaction Terms Same as Proposal Previously Announced on February 18, 2025
H&E Terminates Agreement with United Rentals
BONITA SPRINGS, Fla. & BATON ROUGE, La., February 19, 2025 Herc Holdings Inc. (NYSE: HRI) (Herc or the Company), one of North Americas leading equipment rental suppliers, and H&E Equipment Services, Inc. d/b/a H&E Rentals (NASDAQ: HEES) (H&E) today announced that H&E has terminated its prior merger agreement with United Rentals, Inc. (NYSE: URI) and that Herc and H&E have entered into a definitive merger agreement under which Herc will acquire H&E.
As previously announced on February 18, 2025, under the terms of the Herc and H&E agreement, H&E shareholders will receive $78.75 in cash and 0.1287 shares of Herc common stock for each share they own, with a total value of $104.89 per share based on Hercs 10-day VWAP as of market close February 14, 2025. Following the close of the transaction, H&Es shareholders will own approximately 14.1% of the combined company.
The acquisition of H&E is a unique opportunity to accelerate Hercs proven strategy for industry leading growth and delivering superior shareholder value, said Larry Silber, Hercs president and chief executive officer. We have great respect for the H&E team and the high-quality platform they built. We look forward to welcoming H&Es talented employees to Herc and working together to realize the substantial benefits that this transaction will create for the shareholders, employees and customers of both companies.
John M. Engquist, executive chairman of H&E, added, This is an outstanding transaction for H&E shareholders, providing both immediate, premium value and the opportunity to participate in the substantial upside value that will be created through this combination. With Herc, we have found a partner who shares our dedication to a higher standard of work.
Strategic and Financial Benefits
| Increased scale with complementary footprint and fleet mix: The transaction strengthens Hercs position as the 3rd largest rental company in North America. The combined company will have a leading presence in 11 of the top 20 rental regions and increased urban density in 7 of the top 10 rental regions. In addition, it will have a larger, younger fleet, offering a variety of specialty equipment solutions and a broad range of general rental products. |
| Approximately $300 million of annual EBITDA synergies are expected to be achieved by the end of year three following the close of the transaction, including approximately $125 million of cost synergies and approximately $175 million EBITDA impact from revenue synergies. |
| Highly accretive: The transaction is expected to be high single digit accretive to Hercs cash earnings per share in 2026 and ramping to greater than 20% as synergies are fully realized. In addition, the transaction is expected to generate ROIC in excess of Hercs cost of capital within three years of closing. |
| Attractive financial profile: The combination creates a company with revenue and EBITDA of approximately $5.2 billion and $2.5 billion, respectively, with an expectation for continued revenue growth in excess of the market and improved adjusted EBITDA margins. |
| Financial strength and flexibility with net leverage of 3.8x at close, prior to synergy realization, and projected to be below 3.0x and in Hercs targeted range within 24 months of closing. Hercs dividend will be maintained. |
| Valuation multiple re-rating warranted for combined company that is more consistent with comparable company valuation multiples in the sector given the powerful growth platform, increased liquidity, and greater investor interest that comes with a scaled company. |
Transaction Details
Herc intends to commence a tender offer to acquire all of the outstanding shares of H&E common stock for $78.75 per share in cash and 0.1287 shares of Herc common stock. Following completion of the tender offer, Herc will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.
The transaction is expected to close mid-year 2025, subject to the majority of H&Es shares being tendered into the offer, the receipt of customary regulatory approvals and closing conditions. Herc has obtained committed financing for the cash portion of the transaction.
In accordance with the terms of H&Es prior agreement with United Rentals, Herc, on behalf of H&E, has paid a termination fee of $63,523,892 to United Rentals.
Presentation Materials and Conference Call / Webcast Replay
The press release and presentation slides that Herc previously issued on February 18, 2025 in connection with the H&E agreement as well as a replay of the associated conference call and webcast can be found on the Investor Relations section of Hercs website at https://IR.HercRentals.com.
Herc Advisors
Guggenheim Securities, LLC is serving as lead financial advisor. Credit Agricole Securities (USA) Inc is serving as co-financial advisor, with Credit Agricole Corporate and Investment Bank serving as lead financing bank. Simpson Thacher & Bartlett LLP is serving as legal advisor. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
H&E Advisors
BofA Securities acted as financial advisor to H&E and Milbank LLP acted as H&Es legal advisor.
About Herc Holdings Inc.
Founded in 1965, Herc Holdings Inc., which operates through its Herc Rentals Inc. subsidiary, is a full-line rental supplier with 453 locations across North America, and 2024 total revenues of approximately $3.6 billion. We offer products and services aimed at helping customers work more efficiently, effectively, and safely. Our classic fleet includes aerial, earthmoving, material handling, trucks and trailers, air compressors, compaction, and lighting equipment. Our ProSolutions® offering includes industry-specific, solutions-based services in tandem with power generation, climate control, remediation and restoration, pumps, and trench shorting equipment as well as our ProContractor professional grade tools. We employ approximately 7,600 employees, who equip our customers and communities to build a brighter future. Learn more at www.HercRentals.com and follow us on Instagram, Facebook and LinkedIn.
About H&E Equipment Services, Inc.
Founded in 1961, H&E is one of the largest rental equipment companies in the nation. The Companys fleet is comprised of aerial work platforms, earthmoving, material handling, and other general and specialty lines. H&E serves a diverse set of end markets in many high-growth geographies and has branches throughout the Pacific Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions.
Cautionary Note Regarding Forward Looking Statements
This communication includes forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements related to the Company, H&E and the proposed acquisition of H&E by the Company that involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction, the Companys plans, objectives, expectations and intentions, the financial condition, results of operations and business of each of the Company and H&E, expected valuation and re-rating opportunities for the combined company, and the anticipated timing of closing of the proposed transaction. Forward-looking statements are generally identified by the words estimates, expects, anticipates, projects, plans, intends, believes, forecasts, looks, and future or conditional verbs, such as will, should, could or may, as well as variations of such words or similar expressions. All forward-looking statements are based upon our current expectations and various assumptions and apply only as of the date of this communication. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs and projections will be achieved or that the completion and anticipated benefits of the proposed transaction can be guaranteed, and actual results may differ materially from those projected. You should not place undue reliance on forward-looking statements.
There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements, including, but not limited to, (i) the possibility that the sufficient number of H&Es shares are not validly tendered into the tender offer to meet the minimum condition; (ii) the Companys ability to implement its plans, forecasts and other expectations with respect to H&Es business after the completion of the proposed transaction and realized expected synergies;
(iii) the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (iv) the Company and H&E may be unable to obtain regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the proposed transaction as a condition to obtaining regulatory approvals; (v) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (vi) problems may arise in successfully integrating the businesses of the Company and H&E, including, without limitation, problems associated with the potential loss of any key employees, customers, suppliers and other counterparties of H&E; (vii) the proposed transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues during the due diligence investigation of H&E or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (viii) the Companys business may suffer as a result of uncertainty surrounding the proposed transaction, any adverse effects on our ability to maintain relationships with customers, employees and suppliers; (ix) the occurrence of any event, change to other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (x) any negative effects of the announcement of the proposed transaction of the financing thereof on the market price of the Company common stock or other securities; (xi) the industry may be subject to future risks including those set forth in the Risk Factors section in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and in the other filings with the SEC by each of the Company and H&E; and (xii) Herc may not achieve its valuation or re-rating opportunities. The foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company and H&E, including those described in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in the other filings with the SEC by each of the Company and H&E. All forward-looking statements are expressly qualified in their entirety by such cautionary statements. We undertake no obligation to update or revise forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
The tender offer described herein has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the Company and its acquisition subsidiary, HR Merger Sub Inc. (Merger Sub), will file with the U.S. Securities and Exchange Commission (the SEC). At the time the tender offer is commenced, the Company and Merger Sub will file a tender offer statement on Schedule TO and the Company will file a registration statement on Form S-4. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER MATERIALS) AND THE FORM S-4 WILL CONTAIN IMPORTANT INFORMATION. H&E STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF H&E SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The tender offer materials will be made available to holders of H&E stock at no expense to them. The tender offer materials will be made available for free at the SECs web site (http://www.sec.gov). Additional copies may be obtained for free by contacting either the Company or H&E. Copies of the documents filed with the SEC by H&E will be available free of charge on H&Es website at https://investor.he-equipment.com/. Copies of the documents filed with the SEC by the Company will also be available free of charge on the Companys website at https://ir.hercrentals.com/.
In addition to the tender offer materials, the Company and H&E file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available to the public at the SECs web site (http://www.sec.gov).
Information Regarding Non-GAAP Financial Measures
In addition to results calculated according to accounting principles generally accepted in the United States (GAAP), the Company has provided certain information in this communication that is not calculated according to GAAP (non-GAAP), such as adjusted EBITDA. Management uses these non-GAAP measures to evaluate operating performance and period-over-period performance of our core business without regard to potential distortions, and believes that investors will likewise find these non-GAAP measures useful in evaluating the Companys performance. These measures are frequently used by security analysts, institutional investors and other interested parties in the evaluation of companies in our industry. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to similarly titled measures of other companies. For the definitions of these terms, further information about managements use of these measures as well as a reconciliation of these non-GAAP measures to the most comparable GAAP financial measures, please see the supplemental schedules that accompany this communication.
Contacts
For Herc Rentals:
Leslie Hunziker
Senior Vice President
Investor Relations, Communications & Sustainability
leslie.hunziker@hercrentals.com
239-301-1675
Joele Frank, Wilkinson Brimmer Katcher
HRI-media@joelefrank.com
Sam Kahane / 631-413-2426
Tarik Garvey / 609-738-5809
For H&E Equipment Services:
Leslie S. Magee
Chief Financial Officer
225-298-5261
lmagee@he-equipment.com
Jeffrey L. Chastain
Vice President of Investor Relations
225-952-2308
jchastain@he-equipment.com
Exhibit 99.2
Earlier today, we announced an update on the status of the transaction with United Rentals Inc. (United) that was first reported to you last month. Recall that United and H&E had reached a definitive agreement where United would acquire H&E. A clause in the agreement, known as a go-shop period provision, allowed other interested parties to submit offers to acquire H&E. During the go-shop period, we received an alternative bid from Herc Rentals Inc. (Herc). Following a review by the H&E Board of Directors, Hercs bid was determined to be a superior offer when compared to Uniteds bid. As a result, the previous agreement with United has been terminated, and as of this morning, we have entered into a definitive agreement with Herc.
Our strategic rationale for pursuing a transaction remains unchanged: we believe strongly that scale, capability, product diversity, and culture all need to align in a way that allows us to better serve our customer base. We believe that this transaction will allow us to optimize all these factors. For over 60 years, both H&E and Herc have taken a customer first approach to the markets we serve. We feel strongly that H&Es current 31 state coverage and 169 locations combined with Hercs roughly 450 locations highly complement our collective goals of serving our growing customers needs.
As we have stated many times, we are extremely proud of our Company and what we have achieved together over the last 60 years. We care about our employees and believe that this new offer will provide even greater opportunities for your future. Please continue to operate with business as usual. We are excited about this development and look forward to sharing more information as it becomes available in the coming days.
Additional Information and Where to Find it
This communication is for information purposes only and not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws. Hercs tender offer has not commenced. At the time the tender offer is commenced, Herc will file, or will cause to be filed, tender offer materials on Schedule TO with the SEC and H&E Equipment Services will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement, as they may be amended from time to time, will contain important information that should be read carefully when they become available and considered before any decision is made with respect to the tender offer. Those materials and all other documents filed by, or caused to be filed by, Herc and H&E Equipment Services with the SEC will be available at no charge on the SECs website at www.sec.gov. The tender offer materials and related materials also may be obtained for free (when available) under the FinancialsSEC Filings section of Hercs investor website at https://ir.hercrentals.com/overview/default.aspx, and the Solicitation/Recommendation Statement and such other documents also may be obtained for free (when available) from H&E Equipment Services under the Financial InformationSEC Filings section of H&E Equipment Services investor website at https://investor.he-equipment.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, investors should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. H&E Equipment Services uses words such as anticipates, believes, plans, expects, projects, future, intends, may, will, should, could, estimates, predicts, targets, potential, continue, guidance and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by Herc and H&E Equipment Services, as well as the possibility that (1) Herc and H&E Equipment Services may be unable to obtain regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the acquisition as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) H&E Equipment Services business may suffer as a result of uncertainty surrounding the proposed transaction, or any adverse effects on H&E Equipment Services ability to maintain relationships with customers, employees and suppliers; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (5) any negative effects of the announcement of the proposed transaction or the financing thereof on the market price of H&E Equipment Services common stock or other securities; and (6) the industry may be subject to future risks that are described in the Risk Factors section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Herc and H&E Equipment Services. H&E Equipment Services gives no assurance that it
will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Herc and H&E Equipment Services described in the Risk Factors section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Herc and H&E Equipment Services. These forward-looking statements speak only as of the date hereof. H&E Equipment Services undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.