BATON ROUGE, La.--(BUSINESS WIRE)--Aug. 17, 2017--
H&E Equipment Services, Inc. (NASDAQ: HEES) (the “Company” or “H&E”)
today announced that it has commenced a cash tender offer (the “Offer”)
for any and all of its $630,000,000 aggregate principal amount of 7%
Senior Notes due 2022 (CUSIP No. 404030 AE8) (the “Notes”). The Offer is
being conducted in connection with the Company’s proposed offering of
$750 million of new senior notes (the “Proposed Notes Offering”). The
proceeds from the Proposed Notes Offering are expected to fund the Offer.
The Offer will expire at 5:00 p.m., New York City time, on August 23,
2017, unless extended (such date and time, as the same may be extended,
the “Expiration Time”). Holders who validly tender their Notes prior to
the Expiration Time shall receive $1,038.90 per $1,000 principal amount
of Notes, plus any accrued and unpaid interest on the Notes up to, but
not including, the payment date for such Notes. Notes tendered prior to
the Expiration Time may be withdrawn at any time before the Expiration
Time.
The Offer is subject to a number of conditions that are set forth in the
Offer to Purchase dated August 17, 2017 (as amended or supplemented, the
“Offer to Purchase”), including, without limitation, the Company having
received proceeds from the Proposed Notes Offering, on terms and
conditions satisfactory to the Company, in an amount that is sufficient
to pay (1) the offer consideration in respect of all Notes (regardless
of the actual amount of Notes tendered) and (2) estimated fees and
expenses relating to the Offer and the Proposed Notes Offering. There
can be no assurance that the Company will consummate the Proposed Notes
Offering, or that any other condition to the Offer will be satisfied.
To the extent any Notes remain outstanding after the consummation of the
Offer, the Company intends to redeem all such Notes pursuant to the
terms of the indenture governing the Notes using proceeds from the
Proposed Notes Offering and borrowing under its credit facility.
The complete terms and conditions of the Offer are set forth in the
Offer to Purchase, including the related Notice of Guaranteed Delivery
and Letter of Transmittal, that is being sent to holders of the Notes.
The Company has engaged Wells Fargo Securities, LLC as Dealer Manager
for the Offer. Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from D.F. King & Co., Inc., the Tender Agent
and Information Agent, online at www.dfking.com/hees
or by phone at (888) 796-1292 (Toll-Free) or (212) 269-5550 (Collect).
Persons with questions regarding the Offer should contact Wells Fargo
Securities, LLC at (866) 309-6316 (Toll-Free) or (704) 410-4760
(Collect).
This press release does not constitute an offer to purchase the Notes.
The Offer is made solely pursuant to the Offer to Purchase. The Offer is
not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. Holders are
urged to read the Offer to Purchase and related documents carefully
before making any decision with respect to the Offer. Holders of Notes
must make their own decisions as to whether to tender their Notes. None
of the Company, the Dealer Manager, the Tender Agent or the Information
Agent makes any recommendations as to whether holders should tender
their Notes pursuant to the Offer, and no one has been authorized to
make such a recommendation.
This press release does not constitute an offer to sell notes pursuant
to the Proposed Notes Offering, nor a solicitation for an offer to
purchase notes pursuant to the Proposed Notes Offering. Any offer of
notes pursuant to the Proposed Notes Offering will be made only by means
of a private offering memorandum.
The Company expressly reserves the right, subject to applicable law, to
terminate the Offer. This press release does not constitute a notice of
redemption or an obligation to issue a notice of redemption in respect
of the 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,
the following: (1) the contemplated size of the offering, possible
completion of the offering and tender offer, the prospective impact of a
note offering or tender offer, plans to repay certain indebtedness
(including the terms and success of such repayment) and the use of
proceeds of the offering; (2) general economic conditions and
construction and industrial activity in the markets where we operate in
North America; (3) our ability to forecast trends in our business
accurately, and the impact of economic downturns and economic
uncertainty in the markets we serve; (4) the impact of conditions in the
global credit and commodity markets and their effect on construction
spending and the economy in general; (5) relationships with equipment
suppliers; (6) increased maintenance and repair costs as we age our
fleet and decreases in our equipment’s residual value; (7) our
indebtedness; (8) risks associated with the expansion of our business
and any potential acquisitions we may make, including any related
capital expenditures; (9) our possible inability to integrate any
businesses we acquire; (10) competitive pressures; (11) security
breaches and other disruptions in our information technology systems;
(12) adverse weather events or natural disasters; (13) compliance with
laws and regulations, including those relating to environmental matters
and corporate governance matters; and (14) 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170817005544/en/
Source: H&E Equipment Services, Inc.
H&E Equipment Services, Inc.
Leslie S. Magee, 225-298-5261
Chief
Financial Officer
lmagee@he-equipment.com
or
Kevin
S. Inda, 225-298-5318
Vice President of Investor Relations
kinda@he-equipment.com