URI United Rentals

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

SCHEDULE TO

 

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

H&E EQUIPMENT SERVICES, INC.

(Name of Subject Company (Issuer))

 

UR MERGER SUB VII CORPORATION

a wholly owned subsidiary of

 

UNITED RENTALS (NORTH AMERICA), INC.

a wholly owned subsidiary of

 

UNITED RENTALS, INC.

(Names of Filing Persons (Offerors))

 

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

404030108

(CUSIP Number of Class of Securities)

 

 

Joli Gross

UR Merger Sub VII Corporation

100 First Stamford Place, Suite 700

Stamford, CT 06902

Telephone: (203) 622-3131

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:

 

Francis J. Aquila

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Telephone: (212) 558-4000

 

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

	x	third–party tender offer subject to Rule 14d–1.
	¨	issuer tender offer subject to Rule 13e–4.
	¨	going–private transaction subject to Rule 13e–3
	¨	amendment to Schedule 13D under Rule 13d–2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

	¨	Rule 13e–4(i) (Cross–Border Issuer Tender Offer)
	¨	Rule 14d–1(d) (Cross–Border Third–Party Tender Offer)

 

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2025 (together with any amendments and supplements thereto, the “Schedule TO”) by UR Merger Sub VII Corporation, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of H&E Equipment Services, Inc., a Delaware corporation (the “Company”), at a price per Share of $92.00 net to the holder thereof in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated January 28, 2025 (the “Offer to Purchase”), and in the related letter of transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with other related materials, collectively constitute the “Offer”.

 

All information regarding the Offer as set forth in the Schedule TO, including all exhibits thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.

 

Unless stated otherwise, the new text in the supplemental information is bolded and underlined and any deleted text is bolded and denoted with a strikethrough to highlight the supplemental information being disclosed.

 

Items 1 through 9; Item 11.

 

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows (new language underlined; deleted language struck through):

 

(a)

The information set forth in the existing first paragraph of Section 17 — “Certain Legal Matters; Regulatory approvals — U.S. Antitrust Compliance” of the Offer to Purchase is amended and supplemented as follows:

 

Under the HSR Act, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”) in Notification and Report Forms provided by the acquiring and acquired persons, and certain waiting period requirements have been satisfied. The initial waiting period for a cash tender offer is 15 days, but this period may be shortened if the reviewing agency grants “early termination” (“ET”). As of February 4, 2021, however, the reviewing agencies temporarily suspended granting ET, and although there is a planned reinstatement date of February 10, 2025, the reviewing agencies may reinstate ET before or after that date or decline to reinstate ET entirely. The initial waiting period may also be restarted if the acquiring person voluntarily withdraws and re-files its Notification and Report Form (a “pull-and-refile”), and/or it may be extended if the reviewing agency issues a request for additional information and documentary material (a “Second Request”), in which case the waiting period expires 10 days after the date when the acquiring and acquired persons have substantially complied with that Second Request. The purchase of Shares pursuant to the Offer is subject to such requirements.

 

H&E and URI each filed a Premerger Notification and Report Form (the “HSR Notification Form”) under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer on January 16, 2025. On January 31, 2025, URI voluntarily withdrew its filing to provide the FTC with additional time for review, and refiled its HSR Notification Form on February 3, 2025. Following refiling, Tthe required waiting period with respect to the Offer will expire at 11:59 p.m., Eastern Time on February 18, January 31, 2025, unless (a) the reviewing agencies reinstate ET and grant ET for this transaction, thereby shortening the period, (b) the period is lengthened by a pull-and-refile, and/or (c) the period is lengthened by a reviewing agency that issues a Second Request. The Antitrust Division and the FTC assess the legality under the antitrust laws of transactions such as the acquisition of Shares by Merger Sub pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as they deem necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of assets of URI and/or H&E. Private parties and individual states of the United States may also bring legal actions under the antitrust laws of the United States or under state antitrust laws. URI and H&E do not believe that consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result would be.

 

Item 12. Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 3, 2025

 

	UR MERGER SUB VII CORPORATION
	By:	/s/ Joli Gross
		Name:  Joli Gross
		Title:    Secretary
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Joli Gross
		Name:  Joli Gross
		Title:    Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary
	UNITED RENTALS, INC.
	By:	/s/ Joli Gross
		Name:  Joli Gross
		Title:    Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary

 

 

EXHIBIT INDEX

 

Index No.
(a)(5)(E)	Press release issued by United Rentals, Inc., dated February 3, 2025.*

 

* filed herewith

 

 

 

Exhibit (a)(5)(E) 

 

United Rentals, Inc. 100 First Stamford Place. Suite 700 Stamford, CT 06902 Telephone: 203 622 3131 Fax: 203 622 6080

 

Notice of Withdrawal and Refiling of Premerger Notification and Report Form Under the HSR Act

 

STAMFORD, Conn. — February 3, 2025 — United Rentals, Inc. (NYSE: URI) (“United Rentals”) announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with United Rentals’ pending acquisition of H&E Equipment Services, Inc. (NASDAQ: HEES) (“H&E”). As previously announced on January 28, 2025, United Rentals, through its wholly owned subsidiary UR Merger Sub VII Corporation, a Delaware corporation (“Merger Sub”), commenced a cash tender offer to purchase all outstanding shares of common stock of H&E (the “Shares”), for $92.00 per Share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes and subject to the terms and conditions set forth in the offer to purchase, dated January 28, 2025 (as amended, the “Offer to Purchase”).

 

United Rentals has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on January 16, 2025, to provide the FTC with additional time for review, given the abbreviated 15-day review period associated with cash tender offers. Upon such refiling, the 15-day waiting period under the HSR Act restarted, with the new waiting period expiring at 11:59 P.M., Eastern Time, on February 18, 2025.

 

The Go-Shop Period (as defined in the Offer to Purchase) remains unchanged and is scheduled to end on February 17, 2025. The Expiration Date (as defined in the Offer to Purchase) remains unchanged and is scheduled to end on February 25, 2025.

 

About United Rentals

 

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,591 rental locations in North America, 39 in Europe, 37 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 27,900 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 5,000 classes of equipment for rent with a total original cost of $21.43 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

 

Additional Information and Where to Find it

 

This press release is for informational purposes only and is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities.

 

 

On January 28, 2025, Merger Sub and United Rentals filed a Tender Offer Statement on Schedule TO with the SEC and H&E filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the Offer. In connection with its refiling of the Premerger Notification and Report Form, Merger Sub and United Rentals will file an amendment to the Tender Offer Statement. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents, each as amended as of the date hereof) and the Solicitation/Recommendation Statement contain important information that should be read carefully when they become available and considered before any decision is made with respect to the Offer. Those materials and all other documents filed by, or caused to be filed by, United Rentals, Merger Sub or H&E with the SEC are available at no charge on the SEC’s website at www.sec.gov. The Schedule TO, Tender Offer Statement and related materials are available for free under the “Financials—SEC Filings” section of United Rentals’ investor website at https://investors.unitedrentals.com/, and the Solicitation/Recommendation Statement and such other documents also may be obtained for free (when available) from H&E under the “Financial Information—SEC Filings” section of H&E’s investor website at https://investor.he-equipment.com/.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. United Rentals uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “targets,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by United Rentals, as well as the possibility that (1) United Rentals 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 acquisition as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and H&E, including, without limitation, problems associated with the potential loss of any key employees of H&E; (4) the proposed transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues that we failed to discover 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; (5) our businesses may suffer as a result of uncertainty surrounding the proposed transaction or any adverse effects on our ability to maintain relationships with customers, employees and suppliers; (6) the occurrence of any event, change or 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; (7) any negative effects of the announcement of the proposed transaction or the financing thereof on the market price of United Rentals or H&E common stock or other securities; and (8) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and H&E. United Rentals gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements speak only as of the date hereof. United Rentals undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

 

 

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and H&E described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and H&E.

 

# # #

 

Contact:

Elizabeth Grenfell

Vice President, Investor Relations

O: (203) 618-7125

investors@ur.com

 

 

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