This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by H&E
Equipment Services, Inc., a Delaware corporation (the “Company” or “H&E Equipment Services”), with the Securities and Exchange Commission (the “SEC”) on January 28, 2025.
The Schedule 14D-9 relates to the cash tender offer (the “Offer”) by UR Merger Sub VII
Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), to acquire all of the issued and outstanding Shares at a price per Share equal to $92.00
(the “Offer Price”), net to the holder thereof in cash, without interest, less any applicable withholding of taxes, upon the terms and conditions set forth in the Offer to Purchase, dated January 28, 2025 (together with any amendments
or supplements thereto, the “Offer to Purchase”). The Offer is disclosed in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”), filed by URI and Merger Sub with the
U.S. Securities and Exchange Commission on January 28, 2025, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, and in the related Letter of Transmittal (together with any amendments or supplements
thereto, the “Letter of Transmittal”).
The information in the
Schedule 14D-9, including all exhibits and annexes that were previously filed with the Schedule 14D-9, is incorporated in this Amendment No. 1
by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 14D-9 and page number references in this Amendment No. 1 refer to the Schedule 14D-9.
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.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language bold
and underlined; deleted language struck through):
The information set forth in the existing Item 8(d) under the heading “United
States Antitrust Compliance” on page 40 of the Schedule 14D-9 is hereby 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
Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”, and together with the Antitrust Division, the “Reviewing Agencies”) 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 generally be shortened if the Reviewing Agency grants “early termination”
(“ET”). As of February 4, 2021, however, the Reviewing Agencies have temporarily suspended granting ET, but they may reinstate it at any point. 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, in which case the waiting period expires 10 days after the date when the acquiring person has substantially complied with such request. The
purchase of Shares pursuant to the Offer is subject to such requirements. The Company 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 the 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 request for
additional information and documentary material. 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 it deems 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 the Company. Private parties and individual states of the United States may also bring legal actions under the antitrust laws of the
United States. The Company does not believe that the 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 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
