View:
December 29, 2005
By facsimile to (212) 698-3599 and U.S. Mail
Mr. John M. Engquist
President and Chief Executive Officer
H&E Equipment Services, Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816
Re: H&E Equipment Services, Inc.
Pre-effective Amendment 2 to Registration Statement on Form
S-1
Filed December 19, 2005
File No. 333-128996
Dear Mr. Engquist:
We reviewed the filing and have the comments below.
Summary Historical and Pro Forma Financial Data, page 8
1. We have reviewed your response to prior comments 1 and 2 in our
letter dated December 8, 2005. We note your revised disclosures
regarding the limitations associated with the use of EBITDA and
Adjusted EBITDA relate more to the use of these measures as a
liquidity measure rather than as a performance measure. For
example,
you state on the bottom of page 10 "EBITDA and Adjusted EBITDA do
not
reflect our cash expenditures or future requirements for capital
expenditures or contractual requirements." As discussed in our
previous comment, your disclosures should:
* Identify each item (depreciation, interest, taxes, etc.) that is
eliminated from your non-GAAP performance measures;
* Clarify why each item is a necessary element of your costs and
ability to generate revenue; and
* Provide a statement that any measure that excludes each item has
material limitations.
Revise your disclosures throughout the document as
appropriate.
Further, delete the phrase "or as an alternative to cash flow
from operating activities as a measure of our liquidity" at
the
bottom on page 10, continuing onto page 11.
Note 2. Restructuring, Debt Resolution Agreement, page F-71
2. We note the reference to "an independent third party
valuation."
If you refer to a third party, you must identify the party and
obtain
its consent. Otherwise, you should delete the reference to a
third
party. See Rule 436 of Regulation C under the Securities Act.
Recent Sales of Unregistered Securities, page II-1
3. State the number of shares that the members will receive upon
conversion of the membership units. See Item 701(a) of Regulation
S-
K.
4. State whether the members were accredited or sophisticated
investors. If the latter, outline the access to information given
to
them. See Item 701(d) of Regulation S-K.
Exhibit 10.1
5. We considered your response to prior comment 15 and are unable
to
concur. As noted previously, absent an order granting
confidential
treatment, Item 601(b)(10) of Regulation S-K requires the filing
of
material contracts, including attachments, in their entirety.
Attachments include, for example, annexes, appendices, exhibits,
and
schedules. Since you did not file the schedules to the exhibit,
we
reissue the comment to file all of the exhibit`s attachments. If
you
wish to include an explanatory note in addition to the schedules
stating that the schedules are outdated, you may do so.
Closing
File an amendment to the S-1 in response to the comments. To
expedite our review, H&E Equipment Services may wish to provide us
three marked courtesy copies of the amendment. Include with the
filing any supplemental information requested and a cover letter
tagged as correspondence that keys the responses to the comments.
If
H&E Equipment Services thinks that compliance with any of the
comments is inappropriate, provide the basis in the letter. We
may
have additional comments after review of the amendment, the
responses
to the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since H&E Equipment Services and its
management
are in possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If H&E Equipment Services requests acceleration of the
registration statement`s effectiveness, H&E Equipment Services
should
furnish a letter at the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve H&E Equipment Services from its full responsibility for
the
adequacy and accuracy of the registration statement`s disclosures.
* H&E Equipment Services may not assert our comments or the
declaration of the registration statement`s effectiveness as a
defense in any proceedings initiated by the Commission or any
person
under the United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that H&E Equipment Services provides us in our review
of
the registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691. You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3760.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Bonnie A. Barsamian, Esq.
Dechert LLP
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Kirk A. Davenport, Esq.
Dennis Lamont, Esq.
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, NY 10022
Mr. John M. Engquist
December 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE