お知らせ • Jun 02
Herc Holdings Inc. (NYSE:HRI) completed the acquisition of H&E Equipment Services, Inc. (NasdaqGS:HEES) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), ClearBridge Investments, LLC, Macquarie Group Limited (ASX:MQG), American Century Investment Management Inc.
Herc Holdings Inc. (NYSE:HRI) proposed to acquire H&E Equipment Services, Inc. (NasdaqGS:HEES) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), ClearBridge Investments, LLC, Macquarie Group Limited (ASX:MQG), American Century Investment Management Inc and others for $3.9 billion on February 10, 2025. Herc Holdings Inc. (NYSE:HRI) entered into an Agreement and Plan of Merger to acquire H&E Equipment Services, Inc. (NasdaqGS:HEES) on February 19, 2025. Under 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’s 10-day VWAP as of market close February 14, 2025. Upon 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. Following the close of the transaction, H&E’s shareholders would own approximately 14.1% of the combined company. Herc’s proposal represents a 14.0% premium to United Rentals’ $92.00 per share cash-capped consideration. Herc’s proposal also enables H&E’s 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. H&E has notified United Rentals that it intends to terminate its merger agreement and enter into a merger agreement with Herc. Herc has obtained $4.5 billion of fully committed financing. Herc has received an executed debt commitment letter from Credit Agricole Corporate and Investment Bank with respect to the financing of the proposed transaction. As of May 12, 2025, the transaction is expected to be funded with $1 billion draw under an upsized and extended $4 billion 5-Year ABL Revolving Credit Facility, $750 million 7-Year Term Loan B, and $2,750 million New Unsecured Debt.
2 H&E directors to join Herc’s Board. Sell Side termination fee is $144.84 million. The Herc definitive offer, which expires at 12:01 p.m. Eastern Time on February 24, 2025, includes a fully negotiated merger agreement and the related financing commitments. As per filing on March 19, 2025 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. As of April 15, 2025, the offer has been extended until one minute past 11:59 p.m. Eastern Time, on April 29, 2025, unless further extended in accordance with the terms of the Merger Agreement. A total of 17,906,866 H&E shares were validly tendered and not validly withdrawn in the Offer, representing approximately 48.84% of the outstanding H&E shares, and an additional 385,504 H&E shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 1.05% of the outstanding H&E shares. On May 15, 2025, Expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and transaction is expected to close by early June 2025.
The transaction is expected to close mid-year 2025, subject to the majority of H&E’s shares being tendered into the offer, the receipt of customary regulatory approvals and closing conditions. The transaction is subject to the expiration of any waiting periods applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Form S-4 in connection with the issuance of shares in the Merger having become effective. The proposed transaction is not subject to a financing condition. Following careful review and discussion of the Herc Proposal and after due consideration of its fiduciary duties, the Company Board unanimously (i) concluded in good faith, after consultation with its financial advisor and outside legal counsel, that the Herc Proposal constitutes a Superior Proposal (as defined in the Merger Agreement) and (ii) resolved to terminate the Merger Agreement pursuant to the terms of the Merger Agreement absent any revision to the terms and conditions of the Merger Agreement. On April 30, 2025, Herc Holdings extends tender offer to acquire H&E Equipment Services. The Offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on April 29, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on May 13, 2025, unless further extended in accordance with the terms of the merger agreement. As of May 8, 2025, the tender offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on May 13, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on May 22, 2025. Herc Holdings offer has been extended until one minute past 11:59 p.m. Eastern Time, on May 29, 2025. On May 29, 2025, the tender offer expired and a total of 25,369,090 H&E Shares were validly tendered and not validly withdrawn in the Offer. As of such expiration, all conditions to the Offer have been satisfied or waived and Herc has accepted for payment all H&E Shares validly tendered and not validly withdrawn in accordance with the terms of the Offer. As of May 30, 2025, the transaction is expected to close the acquisition on June 2, 2025.
Guggenheim Securities, LLC is serving as lead financial advisor to Herc. Crédit Agricole Securities (USA) Inc. is serving as co-financial advisor, with Credit Agricole Corporate and Investment Bank serving as lead financing bank to Herc. Jonathan Corsico, Benjamin Bodurian, David Jennings, Joshua Bonnie, Jonathan Ozner, Katharine Thompson, Katherine Reaves, Karen Kazmerzak; Jeannine McSweeney, Benjamin Rippeon, Krista McManus, Dennis Loiacono and Steven DeLott of Simpson Thacher & Bartlett LLP is serving as legal advisors to Herc. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Herc. Derek Winokur, Iliana Ongun, Mike Shah, Kelly Bartley, Edward Lemanowicz, Antonio Diaz-Albertini, Brett Nadritch, Jonathon Jackson; Adam Di Vincenzo, Grant Bermann; Dan Perry, Alexis Brown-Reilly and John Garces of Milbank LLP acted as legal advisors and BofA Securities acted as financial advisor and fairness opinion provider to the board of directors of H&E Equipment. H&E has agreed to pay BofA Securities for its services in connection with the transactions an aggregate fee currently estimated to be approximately $29.2 million, $3 million of which was payable in connection with its opinion with respect to the transactions contemplated by the URI Merger Agreement, $3 million of which was payable in connection with its opinion with respect to the transactions contemplated by the Merger Agreement and the remainder of which is contingent upon the consummation of the Merger. D.F. King & Co., Inc. acted as information agent to Herc Holdings Inc. Computershare Trust Company, N.A. acted as depository, paying agent and transfer agent and registrar to Herc Holdings.
Herc Holdings Inc. (NYSE:HRI) completed the acquisition of H&E Equipment Services, Inc. (NasdaqGS:HEES) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), ClearBridge Investments, LLC, Macquarie Group Limited (ASX:MQG), American Century Investment Management Inc on June 2, 2025.
