United Rentals Begins Tender Offer for H&E Equipment Services

United Rentals Launches Cash Tender Offer for H&E Equipment Services to Strengthen Market Leadership

United Rentals, Inc. (NYSE: URI), the world’s largest equipment rental company, has officially initiated a cash tender offer to acquire H&E Equipment Services, Inc. (NASDAQ: HEES). Through its wholly-owned subsidiary, UR Merger Sub VII Corporation, United Rentals is offering $92.00 per share for all outstanding shares of H&E’s common stock, valued at $0.01 per share. This move aligns with the Agreement and Plan of Merger announced on January 13, 2025, and is detailed in the Offer to Purchase published on January 28, 2025.

The tender offer is set to expire at 11:59 p.m. Eastern Time on Tuesday, February 25, 2025, unless extended under the terms of the Merger Agreement and applicable SEC regulations. Any extension will be publicly announced no later than 9:00 a.m. Eastern Time on the following business day.

Key Details of the Tender Offer

United Rentals has filed a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), providing comprehensive terms and conditions of the offer. Concurrently, H&E Equipment Services will file a Solicitation/Recommendation Statement on Schedule 14D-9, which will include the H&E board of directors’ recommendation for shareholders to accept the offer and tender their shares.

The $92.00 per share cash offer is not subject to any financing condition, offering H&E shareholders added confidence. However, the offer is contingent on several conditions, including the tender of at least 50% of H&E’s outstanding shares (with certain exclusions) and the receipt of necessary regulatory approvals, such as clearance under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). Additionally, the transaction is subject to the completion of a Marketing Period and other customary terms outlined in the Offer to Purchase.

Strategic Rationale Behind the Acquisition

This tender offer is a pivotal component of United Rentals’ strategy to expand its market presence and enhance its service offerings in the equipment rental industry. By acquiring H&E Equipment Services, United Rentals aims to strengthen its position in North America and broaden its portfolio to better serve industries such as construction, utilities, municipalities, and industrial sectors.

The acquisition is expected to create significant synergies, enabling United Rentals to leverage H&E’s complementary strengths and expand its equipment rental network. This strategic move is designed to enhance customer experience, improve operational efficiency, and deliver increased value to shareholders.

Integration Plans and Challenges

United Rentals has a proven track record of successfully integrating acquired companies, and this transaction is no exception. The company plans to combine the two businesses efficiently, focusing on aligning corporate cultures, maintaining operational efficiencies, and retaining key employees from H&E. However, integration challenges, such as potential delays in regulatory approvals and unforeseen costs, remain key considerations.

Despite these challenges, United Rentals is confident in its ability to complete the acquisition and achieve the anticipated benefits. The company’s leadership team is committed to ensuring a smooth transition and maximizing the value of the combined organization.

Industry Impact and Investor Sentiment

The tender offer has garnered significant attention from industry analysts and investors, given the size and scope of the transaction. As the largest equipment rental company globally, United Rentals’ acquisition of H&E Equipment Services is expected to reshape the competitive dynamics of the equipment rental sector.

United Rentals operates over 1,500 rental locations across North America, Europe, Australia, and New Zealand, providing a wide array of equipment for various industries. The acquisition of H&E, a leading equipment rental provider, will further expand United Rentals’ market share and enhance its service capabilities in key regions.

Commitment to Growth and Customer Satisfaction

United Rentals remains steadfast in its commitment to growth and innovation. The acquisition of H&E Equipment Services underscores the company’s dedication to meeting the evolving needs of its customers and maintaining its leadership in the equipment rental industry. By offering a broader range of equipment and services, United Rentals aims to deliver unparalleled value to its customers and stakeholders.

How to Access Additional Information

Innisfree M&A Incorporated is serving as the information agent for the tender offer, while Equiniti Trust Company, LLC is acting as the depositary and paying agent. H&E shareholders with questions or requiring additional information can contact Innisfree M&A Incorporated through its dedicated helplines.

The final terms and conditions of the tender offer are detailed in the Offer to Purchase, which is available on the SEC’s official website at www.sec.gov. Shareholders are encouraged to review these documents carefully before making any decisions.

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