Herc Commences Tender Offer for H&E Equipment Services’ Common Stock
Herc Holdings Inc. announced that its wholly owned subsidiary HR Merger Sub Inc. has commenced the previously announced tender offer to acquire all of the outstanding shares of H&E Equipment Services Inc. common stock for $78.75 in cash and 0.1287 shares of Herc common stock for each H&E share, in each case without interest. The offer is being made pursuant to the previously announced merger agreement, dated February 19, 2025, between Herc, Merger Sub and H&E.
The offer will expire at one minute past 11:59 p.m. Eastern Time, on April 15, 2025, unless extended or earlier terminated, in each case in accordance with the terms of the merger agreement. The offer is subject to the majority of H&E’s shares being tendered into the offer, the receipt of customary regulatory approvals and other customary closing conditions.
Herc will finance the offer through a combination of available cash on hand, proceeds from the sale of marketable securities and funds drawn through its credit facility, which was amended on March 11, 2025, in connection with the H&E transaction. Following completion of the offer, Herc will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the offer. The transaction is expected to close mid-year 2025.
Herc also has filed with the U.S. Securities and Exchange Commission a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, which will include the terms of the offer, along with a registration statement on Form S-4. Also, H&E will file today a solicitation/recommendation statement on schedule 14D-9 with the SEC containing the recommendation of its board of directors that H&E shareholders tender their shares into the offer. The Schedule TO, Form S-4, Schedule 14D-9, Letter of Transmittal and other offer materials can be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting DF King, the information agent for the offer, as described in the offer documents.
Guggenheim Securities LLC is serving as lead financial advisor to Herc. 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.
