H&E Equipment Services, Inc. Announces Closing of Senior Notes Offering and Settlement of Tender Offer
25 August 2017 - 6:30AM
Business Wire
H&E Equipment Services, Inc. (NASDAQ: HEES) (the
“Company” or “H&E”) today announced the closing of an offering
of $750 million aggregate principal amount of 5.6250% senior notes
due 2025 (the “New Notes”) in an unregistered offering through a
private placement and the settlement of its previously announced
cash tender offer (the “Tender Offer”) with respect to its existing
7% senior notes due 2022 (the “Old Notes”).
The New Notes and related guarantees were offered in a private
placement solely to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), or outside the United States to persons other
than “U.S. persons” in compliance with Regulation S under the
Securities Act. The New Notes and related guarantees have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements thereunder.
As of the expiration of the tender offer at 5:00 p.m., New York
City time, on August 23, 2017 (the “Expiration Time”),
approximately $329.7 million of the $630 million
aggregate principal amount of Old Notes, or 52.3% of the aggregate
principal amount outstanding, had been validly tendered and not
withdrawn, which excludes approximately $13.8 million aggregate
principal amount of Old Notes that remain subject to guaranteed
delivery procedures. The complete terms and conditions of the
Tender Offer were set forth in the Offer to Purchase dated
August 17, 2017 (the “Offer to Purchase”) that was made
available to eligible holders of the Old Notes.
The net proceeds of the offering of the New Notes, after
deducting estimated offering expenses, were approximately $739.2
million, which will be used to fund the purchase of Old Notes
tendered and accepted in the Tender Offer prior to the Expiration
Time and the redemption of any Old Notes remaining after the
consummation of the Tender Offer. The Company expects to use the
remaining portion of the net proceeds from the sale of the New
Notes to pay fees and expenses incurred in connection with the
foregoing and to repay a portion of the amounts outstanding under
its existing ABL credit facility.
In accordance with the terms of the Offer to Purchase, the
Company made a cash payment to all holders who validly tendered
their Old Notes in the Tender Offer of $1,038.90 per $1,000
principal amount of Old Notes tendered plus accrued and unpaid
interest from the last interest payment date up to, but not
including, the payment date of August 24, 2017.
Effective as of August 24, 2017, the Company (i) has
provided notice of the redemption of all remaining Old Notes that
were not validly tendered in the Tender Offer at the Expiration
Time and (ii) satisfied and discharged the indenture governing
the Old Notes in accordance with its terms. The redemption price of
any Old Notes so redeemed is 103.500% of the principal amount
thereof, plus accrued and unpaid interest up to, but not including,
the date of redemption. The Company has deposited with the trustee
sufficient funds to redeem, on the redemption date of
September 25, 2017, any and all of the Old Notes that were not
tendered and validly accepted prior to the Expiration Time. Old
Notes subject to redemption are to be surrendered to the trustee in
exchange for payment of the redemption price. Questions relating
to, and requests for additional copies of, the notice of redemption
should be directed to The Bank of New York Mellon Trust Company,
N.A., 10161 Centurion Parkway North, Jacksonville, Florida
32256, Attention: Corporate Trust Administration.
This press release does not constitute an offer to purchase the
Old Notes.
About H&E Equipment Services, Inc.
The Company is one of the largest integrated equipment services
companies in the United States with 79 full-service facilities
throughout the West Coast, Intermountain, Southwest, Gulf Coast,
Mid-Atlantic and Southeast regions. The Company is focused on heavy
construction and industrial equipment and rents, sells and provides
parts and services support for four core categories of specialized
equipment: (1) hi-lift or aerial platform equipment;
(2) cranes; (3) earthmoving equipment; and
(4) industrial lift trucks. By providing equipment rental,
sales, on-site parts, repair and maintenance functions under one
roof, the Company is a one-stop provider for its customers’ varied
equipment needs. This full service approach provides the Company
with multiple points of customer contact, enabling it to maintain a
high quality rental fleet, as well as an effective distribution
channel for fleet disposal and provides cross-selling opportunities
among its new and used equipment sales, rental, parts sales and
services operations.
Forward-Looking Statements
Statements contained in this press release that are not
historical facts, including statements about H&E’s beliefs and
expectations, are “forward-looking statements” within the meaning
of the federal securities laws. Statements that are not historical
facts, including statements about our beliefs and expectations are
forward-looking statements. Statements containing the words “may,”
“could,” “would,” “should,” “believe,” “expect,” “anticipate,”
“plan,” “estimate,” “target,” “project,” “intend,” “foresee” and
similar expressions constitute forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement.
Such factors include, but are not limited to plans to repay certain
indebtedness (including the terms and success of such repayment)
and the use of proceeds of the offering and other factors discussed
in our public filings, including the risk factors included in the
Company’s most recent Annual Report on Form 10-K. Investors,
potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. Except as required by applicable law, including the
securities laws of the United States and the rules and regulations
of the Securities and Exchange Commission, we are under no
obligation to publicly update or revise any forward-looking
statements after the date of this release. These statements are
based on the current beliefs and assumptions of H&E’s
management, which in turn are based on currently available
information and important, underlying assumptions. H&E is under
no obligation to publicly update or revise any forward-looking
statements after this press release, whether as a result of any new
information, future events or otherwise. Investors, potential
investors, security holders and other readers are urged to consider
the above mentioned factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170824006237/en/
H&E Equipment Services, Inc.Leslie S. Magee,
225-298-5261Chief Financial Officerlmagee@he-equipment.comorKevin
S. Inda, 225-298-5318Vice President of Investor
Relationskinda@he-equipment.com
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