Herc Holdings tenders offer for all outstanding shares of H&E Equipment Services
H&E shareholders to receive $78.75 in cash and 0.1287 shares of Herc common stock per H&E share.
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. EDT, 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 will file 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. Additionally, H&E will file March 19, 3035 a solicitation/recommendation statement on schedule 14D-9 with the Commission 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.
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