Herc Holdings Inc. (NYSE: HRI) (“Herc” or “the Company”), one of
North America’s leading equipment rental suppliers, today announced
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in
connection with the previously announced agreement for the Company
to acquire H&E Equipment Services, Inc. (NASDAQ: HEES)
(“H&E”). In addition, the Company announced that the Securities
and Exchange Commission had declared its Registration Statement on
Form S-4 effective.
The satisfaction of these important regulatory conditions moves
the Company closer to the completion of the proposed transaction,
which is expected to close by early June 2025, subject to the
majority of H&E’s shares being tendered into the offer and the
satisfaction of customary closing conditions.
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 shoring
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.
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 Company’s 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&E’s shares are not validly tendered into the tender offer
to meet the minimum condition; (ii) the Company’s ability to
implement its plans, forecasts and other expectations with respect
to H&E’s 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 length of time necessary
to consummate the proposed transaction may be longer than
anticipated; (v) 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; (vi) 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; (vii) the Company’s 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; (viii) 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; (ix) 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; (x) 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 (xi) 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 Company commenced the exchange offer on March 19, 2025. This
communication is for informational purposes only and 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”), has
filed or will file with the U.S. Securities and Exchange Commission
(the “SEC”). This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The solicitation and offer to buy H&E shares will
only be made pursuant to the Offer to Exchange and related exchange
offer materials that the Company has filed with the SEC. At the
time the exchange offer was commenced, the Company and Merger Sub
filed a tender offer statement on Schedule TO (as subsequently
amended), the Company filed a registration statement on Form S-4
(as subsequently amended), and H&E filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (as
subsequently amended) with the SEC with respect to the exchange
offer. H&E’S SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ
CAREFULLY THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO
EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER MATERIALS), THE REGISTRATION STATEMENT ON FORM S-4, AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY WILL
EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF H&E SHARES
AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH
RESPECT TO THE EXCHANGE OFFER.
The Offer to Exchange, the related Letter of Transmittal,
certain other exchange offer documents, as well as the registration
statement on Form S-4 and the Solicitation/Recommendation Statement
on Schedule 14D-9, have been or will be made available to H&E
shareholders at no expense to them and are also made available for
free at the SEC’s web site at 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&E’s 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 Company’s 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 SEC’s web site (http://www.sec.gov).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250515178231/en/
Leslie Hunziker Senior Vice President Investor Relations,
Communications & Sustainability leslie.hunziker@hercrentals.com
239-301-1675
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