\nHerc Holdings Inc. (NYSE: HRI) (\u201cHerc\u201d or \u201cthe Company\u201d), one of North America\u2019s leading equipment rental suppliers, today confirmed that it has executed a binding acquisition proposal and merger agreement to the Board of Directors of H&E Equipment Services, Inc. d\/b\/a H&E Rentals (NASDAQ: HEES) (\u201cH&E\u201d) pursuant to the \u201cgo-shop\u201d provision as provided by H&E\u2019s previously announced agreement with United Rentals, Inc. (NYSE: URI). H&E\u2019s Board of Directors has determined that Herc\u2019s cash and stock merger is superior to the $92.00 per share cash sale to United Rentals, and H&E has notified United Rentals that it intends to terminate its merger agreement and enter into a merger agreement with Herc. United Rentals notified H&E in writing that it does not intend to submit a revised proposal and has waived its four business day match period under the United Rentals merger agreement.\n<\/p>\n
\nUnder the terms of the Herc proposal, H&E shareholders would 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 Herc\u2019s 10-day VWAP as of market close February 14, 2025. Following the close of the transaction, H&E\u2019s shareholders would own approximately 14.1% of the combined company.\n<\/p>\n
\nHerc\u2019s proposal represents a 14.0% premium to United Rentals\u2019 $92.00 per share cash-capped consideration. Herc\u2019s proposal also enables H&E\u2019s shareholders to share in the value created from the $300 million of EBITDA synergies expected to be generated by the end of year three following close, and an anticipated improved valuation multiple for the combined company.\n<\/p>\n
\nH&E is a leading high quality rental business that has invested strategically in its fleet and branch network consistently over the last several years. Herc\u2019s combination with H&E would accelerate Herc\u2019s proven strategy to meaningfully outpace industry growth by providing a substantially expanded footprint, increased density in key regions with economies of scale, geographic and customer diversification, and a larger, younger fleet.\n<\/p>\n
\nLarry Silber, Herc\u2019s president and chief executive officer, said, \u201cSince becoming an independent, public company in 2016, Herc has achieved tremendous success. Through greenfield development and strategic acquisitions, we have significantly increased our scale and expanded our geographic reach. Investments in our general rental and specialty equipment solutions offering as well as technology, innovation and people, have enhanced the customer experience and made Herc a partner of choice for local and national accounts across North America. These strategies combined with our operational excellence have fueled strong performance and growth faster than the industry. We are pursuing the proposed combination with H&E from a position of strength and view it as a path to accelerate Herc\u2019s strategy and growth trajectory. Herc has tremendous respect for H&E and the high quality of the platform and customer centric culture of the organization. This combination would strengthen Herc\u2019s position as a premier rental company in North America.\u201d\n<\/p>\n
\nSilber continued, \u201cHerc\u2019s cash and stock merger consideration provides H&E shareholders with an immediate and significant premium. In addition, by combining our companies, we would unlock substantial upside opportunity for both Herc and H&E shareholders. As our track record shows, we are a disciplined and experienced acquiror, and this transaction meets all of our value creation M&A criteria.\u201d\n<\/p>\n
Strategic and Financial Benefits<\/span><\/b><\/p>\n Additional Transaction Details<\/b><\/p>\n \nUpon termination of H&E\u2019s existing agreement with United Rentals and the execution of a definitive merger agreement between Herc and H&E, Herc intends to commence a tender offer to acquire all of the outstanding shares of H&E common stock for a per share value of $78.75 in cash and 0.1287 shares of Herc common stock.\n<\/p>\n \nThe transaction is expected to close mid-year 2025, subject to the majority of H&E\u2019s shares being tendered into the offer, the receipt of customary regulatory approvals and closing conditions.\n<\/p>\n \nThe proposed transaction is not subject to a financing condition. Herc has received an executed debt commitment letter from Credit Agricole Corporate and Investment Bank with respect to the financing of the proposed transaction.\n<\/p>\n Herc Advisors<\/b><\/p>\n \nGuggenheim 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.\n<\/p>\n Call and Webcast Information<\/b><\/p>\n \nHerc Holdings will host a call and webcast today at 8:30 a.m. U.S. Eastern Time. Interested U.S. parties may call +1-800-715-9871 and international participants should call the country specific dial in numbers listed at https:\/\/registrations.events\/directory\/international\/itfs.html<\/a>, using the access code: 5212555. Please dial in at least 10 minutes before the call start time to ensure that you are connected to the call and to register your name and company.\n<\/p>\n \nThose who wish to listen to the live conference call and view the accompanying presentation slides should visit the Events and Presentations tab of the Investor Relations section of the Company’s website at https:\/\/IR.HercRentals.com<\/a>. The press release and presentation slides for the call will be posted to this section of the website prior to the call.\n<\/p>\n About Herc Holdings Inc.<\/b><\/p>\n \nFounded 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\u00ae 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<\/a> and follow us on Instagram, Facebook and LinkedIn.\n<\/p>\n Cautionary Note Regarding Forward Looking Statements<\/b><\/p>\n \nThis communication includes \u201cforward-looking statements,\u201d 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 Company\u2019s 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.\n<\/p>\n \nThere 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&E\u2019s shares are not validly tendered into the tender offer to meet the minimum condition; (ii) the Company\u2019s ability to implement its plans, forecasts and other expectations with respect to H&E\u2019s 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 Company\u2019s 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 \u201cRisk Factors\u201d 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; (xii) United Rentals, Inc. may make a superior offer; and (xiii) 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.\n<\/p>\n Additional Information and Where to Find It<\/b><\/p>\n \nThe 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. (\u201cMerger Sub<\/span>\u201d), will file with the U.S. Securities and Exchange Commission (the \u201cSEC<\/span>\u201d). 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 SEC\u2019s web site (http:\/\/www.sec.gov<\/a>). 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&E\u2019s website at https:\/\/investor.he-equipment.com\/<\/a>. Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company\u2019s website at https:\/\/ir.hercrentals.com\/<\/a>.\n<\/p>\n \nIn 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 SEC\u2019s web site (http:\/\/www.sec.gov<\/a>).\n<\/p>\n Information Regarding Non-GAAP Financial Measures<\/b><\/p>\n \nIn addition to results calculated according to accounting principles generally accepted in the United States (\u201cGAAP\u201d), the Company has provided certain information in this communication that is not calculated according to GAAP (\u201cnon-GAAP\u201d), 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 Company\u2019s 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 management\u2019s 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.\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250217058592\/en\/<\/a><\/span><\/p>\n \nLeslie Hunziker \nJoele Frank, Wilkinson Brimmer Katcher KEYWORDS:<\/b> United States North America Florida<\/p>\n INDUSTRY KEYWORDS:<\/b> Other Construction & Property Fleet Management Construction & Property Automotive<\/p>\n\n
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Senior Vice President
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Investor Relations, Communications & Sustainability
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leslie.hunziker@hercrentals.com
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239-301-1675\n<\/p>\n
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HRI-media@joelefrank.com
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Sam Kahane \/ 631-413-2426
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Tarik Garvey \/ 609-738-5809\n<\/p>\n
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