SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 20, 2006

H&E EQUIPMENT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware (State or other jurisdiction		000-51759		81-0553291 (IRS Employer
of incorporation		(Commission File Number)		Identification No.)

11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices, including Zip Code)

(225) 298-5200
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release by H&E Equipment Services, Inc., dated July 20, 2006, announcing selected preliminary financial results for its second quarter 2006.
99.2		Press Release by H&E Equipment Services, Inc., dated July 19, 2006, announcing the extension of the tender offer and consent solicitation by H&E Equipment Services, Inc. and H&E Finance Corp. with respect to their 11 1/8% senior secured notes due 2012 and 12 1/2% senior subordinated notes due 2013.
99.3		Certain information contained in the Preliminary Offering Circular.
99.4		Press Release by H&E Equipment Services, Inc., dated July 20, 2006, announcing the offering of $250 million of senior unsecured notes.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit
Number		Description
99.1		Press Release by H&E Equipment Services, Inc., dated July 20, 2006, announcing selected preliminary financial results for its second quarter 2006.
99.2		Press release by H&E Equipment Services, Inc., dated July 19, 2006, announcing the extension of the tender offer and consent solicitation by H&E Equipment Services, Inc. and H&E Finance Corp., with respect to their 11 1/8% senior secured notes due 2012 and 12 1/2% senior subordinated notes due 2013.
99.3		Certain information contained in the Preliminary Offering Circular.
99.4		Press Release by H&E Equipment Services, Inc., dated July 20, 2006, announcing the offering of $250 million of senior unsecured notes.

Exhibit 99.1

News Release

Contacts:

Leslie S. Magee
Chief Financial Officer
225-298-5261
lmagee@he-equipment.com

Kevin S. Inda
Corporate Communications, Inc.
407-566-1180
kevin.Inda@cci-ir.com

H&E Equipment Services Announces
Selected Preliminary Financial Results for Second Quarter 2006

BATON ROUGE, LA — July 20, 2006 — H&E Equipment Services, Inc. (NASDAQ:HEES) announced today selected preliminary financial results for its second quarter 2006. While the Company has not yet completed its financial statements for its second quarter ended June 30, 2006, it currently expects to report total revenues of at least $198 million for the three months ended June 30, 2006 compared to approximately $138 million for the same three-month period in 2005, an increase of at least $60 million, or 43%, and expects to report a significant increase in operating margin for the three months ended June 30, 2006 as compared to the operating margin of approximately 10.7% for the same three month period in 2005. The expected increases in second quarter revenues and operating margin are primarily due to the impact of the first full quarter of results from our acquisition of Eagle High Reach Equipment in late February 2006, as well as to higher rental and utilization rates, a larger rental fleet, and an increase in demand for new and used equipment.

     These selected second quarter financial results are estimates and subject to change. The Company and its auditors have not completed their normal quarterly review procedures for the three months ended June 30, 2006 and there can be no assurance that the Company’s final results for this three month period will not differ from these estimates. In addition, these estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with generally accepted accounting principles or as a measure of the Company’s performance.

About H&E Equipment Services

     The Company is one of the largest integrated equipment services companies in the United States with 47 full-service facilities throughout the Intermountain, Southwest, Gulf Coast, West Coast and Southeast regions of the United States. The Company is focused on heavy construction and industrial equipment and rents, sells and provides parts and service support for four core categories of specialized equipment: (1) hi-lift or aerial platform equipment; (2) cranes; (3) earthmoving equipment; and (4)

- MORE -

H&E Equipment Services Announces Selected Preliminary Financial Results for
Second Quarter 2006
Page 2
July 20, 2006

---

industrial lift trucks. By providing equipment rental, sales, and 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 service operations.

Forward-Looking Statements

     Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions constitute forward-looking statements. Among the forward-looking statements included in this release are the Company’s selected financial data for second quarter 2006 provided above. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: (1) general economic conditions and construction activity in the markets where we operate in North America; (2) relationships with new equipment suppliers; (3) increased maintenance and repair costs; (4) our substantial leverage; (5) the risks associated with the expansion of our business; (6) our possible inability to integrate any businesses we acquire; (7) competitive pressures; (8) compliance with laws and regulations, including those relating to environmental matters; (9) the financials statements for the second quarter 2006 are not yet completed and, accordingly, the selected financial data provided above is subject to adjustment, and (10) other factors discussed in our public filings, including the risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. 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 SEC, we are under no obligation to publicly update or revise any forward-looking statements after the date of this release.

- END -

Exhibit 99.2

News Release

Contacts:

Leslie S. Magee
Chief Financial Officer
225-298-5261
lmagee@he-equipment.com

Kevin S. Inda
Corporate Communications, Inc.
407-566-1180
kevin.Inda@cci-ir.com

H&E Equipment Services, Inc. Announces Extension of Offer and Consent Solicitation for All of
Its 11 1/8% Senior Secured Notes and 12 1/2% Senior Subordinated Notes

BATON ROUGE, Louisiana — July 19, 2006 — H&E Equipment Services, Inc. (“H&E Inc.”) (NASDAQ:HEES) and its wholly owned subsidiary, H&E Finance Corp. (“H&E Finance” and together with H&E Inc., the “Issuers”) announced today that they have extended the expiration date of their previously announced cash tender offer and consent solicitation for their 11 1/8% Senior Secured Notes due 2012 (the “Senior Secured Notes” — CUSIP No. 404085AB8), and 12 1/2% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes” — CUSIP No. 404085AF9) (the “Notes”).

     As a result of the extension, the tender offer and consent solicitation will now expire at Midnight, New York City time, on August 3, 2006, unless terminated or further extended (the “Expiration Date”).

     Holders who validly tender their Notes and deliver their consents prior to the Expiration Date will receive total consideration of $1,097.74 per $1,000 principal amount of Senior Secured Notes and $1,116.13 per $1,000 principal amount of Senior Subordinated Notes. Holders of Notes validly tendered prior to the Expiration Date will also receive accrued and unpaid interest on their tendered Notes up to, but not including, the payment date for the tender offer and consent solicitation.

     As of July 19, 2006, the Issuers had received tenders and consents for $195.5 million in aggregate principal amount of the Senior Secured Notes, representing approximately 97.8% of the outstanding Senior Secured Notes and $53.0 million in aggregate principal amount of the Senior Subordinated Notes, representing 100% of the outstanding Senior Subordinated Notes.

     The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated May 25, 2006 (the “Statement”) and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation, at (212) 269-5550 or (800) 714-3312 (toll free). Questions regarding the tender offer and consent solicitation may be directed to the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation: Credit Suisse Securities (USA) LLC, which may be contacted at (212) 538-0652 or (800) 820-1653 (toll free).

- MORE -

H&E Equipment Services Announces Extension of Offer
Page 2
July 19, 2006

     This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Statement and the related Consent and Letter of Transmittal.

     H&E Inc. is one of the largest integrated equipment services companies in the United States with 47 full-service facilities throughout the Intermountain, Southwest, Gulf Coast, West Coast and Southeast regions of the United States. H&E Inc. is focused on heavy construction and industrial equipment and rents, sells and provides parts and service 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, and on-site parts, repair and maintenance functions under one roof, H&E Inc. is a one-stop provider for its customers’ varied equipment needs. This full service approach provides H&E Inc. 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 service operations.

     Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions constitute forward-looking statements. Specifically, H&E Inc. cannot assure you that the proposed transaction described above will be consummated on the terms H&E Inc. currently contemplates, if at all, or that the notes tendered in the tender offer and consent solicitation described above will be accepted for purchase. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. Additional factors include, but are not limited to, the following: (1) general economic conditions and construction activity in the markets where we operate in North America; (2) relationships with new equipment suppliers; (3) increased maintenance and repair costs; (4) our substantial leverage; (5) the risks associated with the expansion of our business; (6) our possible inability to integrate any businesses we acquire; (7) competitive pressures; (8) compliance with laws and regulations, including those relating to environmental matters; and (9) other factors discussed in our public filings, including the risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. 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 SEC, we are under no obligation to publicly update or revise any forward-looking statements after the date of this release.

-END-

Exhibit 99.3

FORWARD-LOOKING STATEMENTS

 

This offering circular contains 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. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

 

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

 

 

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements after we distribute this offering circular, whether as a result of any new information, future events or otherwise. Potential investors should not place undue reliance on our forward-looking statements. Before you invest in the notes, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this offering circular could harm our business, prospects, operating results, and financial condition. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

RECENT DEVELOPMENTS

 

Debt Tender and Consent Solicitation.  We intend to use the net proceeds from this offering of senior unsecured notes, together with available cash balances and borrowings under our existing senior secured credit facility, to purchase any and all of our existing $53.0 million aggregate principal amount 121/2% senior subordinated notes due 2013 (referred to as the “existing senior subordinated notes”) and $200.0 million aggregate principal amount 111/8% senior secured notes due 2012 (referred to as the “existing senior secured notes” and, together with the existing senior subordinated notes, the “existing notes”). On May 25, 2006, we commenced an offer to purchase these existing notes together with a consent solicitation designed to remove, following the purchase of our existing notes, substantially all of the restrictive covenants and a number of the events of default that currently apply to our existing notes (which we refer to in this offering circular as the “Tender Offer”). We have received tenders and consents with respect to 100% of the existing senior subordinated notes and approximately 97.8% of the existing senior secured notes, and as a result, we have entered into an amendment to each of the indentures governing the existing notes to remove the covenants and events of default. The amendments to the indentures will become operative upon our purchase of our existing notes tendered in connection with the consents. In connection with this offering and the Tender Offer we are also seeking to amend our senior secured credit facility to increase the aggregate principal amount of the facility from $165.0 million to $250.0 million. The increase in our senior secured credit facility is not a condition to this offering or the Tender Offer. The successful completion of this offering of senior unsecured notes and the consent of the lenders under our existing senior secured credit facility is a condition to the completion of the Tender Offer. However, we may not seek an increase of our senior secured credit facility in the event this offering is not successfully completed. The offer to purchase will expire at Midnight, New York City time, on August 3, 2006, unless extended by us. We cannot assure you that the debt tender will be successfully completed.

 

Reorganization Transactions. In connection with our initial public offering, we converted H&E Equipment Services L.L.C. (“H&E LLC”), a Louisiana limited liability company and the wholly-owned operating subsidiary of H&E Holding L.L.C. (“H&E Holdings”) into H&E Equipment Services, Inc., a Delaware corporation. Prior to our initial public offering, our business was conducted through H&E LLC. In order to have an operating Delaware corporation as the issuer for our initial public offering, H&E Equipment Services, Inc., was formed as a Delaware corporation and a wholly-owned subsidiary of H&E Holdings, and immediately prior to the closing of the initial public offering on February 3, 2006, H&E LLC and H&E Holdings merged with and into us (H&E Equipment Services, Inc.), with us surviving the reincorporation merger as the operating company. In these transactions, holders of preferred limited liability company interests and holders of common limited liability company interests in H&E Holdings received shares of our common stock. We refer to these transactions collectively in this offering circular as the “Reorganization Transactions.”

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

 

The following tables set forth, for the periods and dates indicated, our summary historical and pro forma financial data. The summary historical consolidated financial data for our fiscal years ended December 31, 2003, 2004 and 2005 have been derived from our audited consolidated financial statements included elsewhere in this offering circular. The summary historical financial data for the three months ended March 31, 2005 and 2006 (as Restated) have been derived from our unaudited condensed consolidated financial statements included elsewhere in this offering circular. The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. The historical results included here and elsewhere in this offering circular are not necessarily indicative of future performance or results of operations.

 

The summarized unaudited pro forma financial data for the year ended December 31, 2005 and for the three months ended March 31, 2006 have been prepared to give pro forma effect to (1) our acquisition as of February 28, 2006 of all of the capital stock of Eagle High Reach Equipment, Inc. and all of the equity interests of its subsidiary, Eagle High Reach Equipment, LLC (together, “Eagle”), for a formula-based purchase price of approximately $59.9 million, subject to post-closing adjustment, plus assumed indebtedness of approximately $2.0 million (the “Eagle acquisition”), (2) the Reorganization Transactions (as defined below) and our initial public offering of our common stock, including the application of net proceeds from that offering, and (3) the issuance and sale of notes in this offering, the application of the net proceeds from this offering, and the other sources and uses of funds as discussed under “Use of Proceeds” (together, the “Refinancing”), in each case as if they had occurred on January 1, 2005 with respect to statement of operations and other financial data. The summarized unaudited as adjusted balance sheet data as of March 31, 2006 have been prepared to give pro forma effect to the Refinancing as if it had occurred on March 31, 2006. See note 3 of the notes to our unaudited consolidated financial statements for the three months ended March 31, 2006 (as Restated) included elsewhere in this offering circular for a description of the application of net proceeds from our initial public offering of our common stock. This data is subject, and gives effect, to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed consolidated financial statements included elsewhere in this offering circular. The summary unaudited pro forma financial data is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the transactions described above been consummated on the dates indicated, and do not purport to be indicative of results of operations for any future period.

 

The summary consolidated financial data presented below represents portions of our financial statements and are not complete. You should read this information in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this offering circular.

 

 

 

 

Set forth below is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods presented.

 

 

Certain monetary amounts, percentages and other figures included in this offering circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or when aggregated may not be the arithmetic aggregation of the percentages that precede them.

RISK FACTORS — RISKS RELATED TO OUR NOTES AND THIS OFFERING

 

We expect that we will recognize a substantial charge that will reduce our net income as a result of this offering of senior unsecured notes and the anticipated use of proceeds.

 

We expect that, in connection with our use of proceeds from this offering of senior unsecured notes to purchase our outstanding existing notes in the Tender Offer, we will write-off unamortized debt issuance costs of approximately $5.9 million, based on amounts as of March 31, 2006, that we capitalized in connection with the original issuance of those outstanding existing notes, as well as recognize a substantial nonrecurring cash charge representing the tender premium and consent solicitation fees paid to holders of the outstanding existing notes in the Tender Offer. Accordingly, as a result of this offering and the anticipated use of proceeds, we expect that we will recognize a substantial charge that will reduce our net income for the third quarter and fiscal year 2006, with a corresponding negative impact on earnings per common share. These negative consequences are not reflected in the pro forma financial presented in this offering circular.

CAPITALIZATION

 

The following table sets forth our capitalization as of March 31, 2006:

 

 

You should read this information in conjunction with “Selected Historical Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this offering circular.

 

 

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

 

The following unaudited pro forma condensed consolidated financial information for the year ended December 31, 2005 and for the three months ended March 31, 2006 (as Restated) is derived from (1) our historical consolidated financial statements included elsewhere in this offering circular and (2) the historical consolidated financial statements of Eagle for the twelve months ended December 31, 2005 and two months ended February 27, 2006. Historically, Eagle has reported its financial results using June 30 as its fiscal year end. To conform to our calendar year end, Eagle’s historical results have been recasted to reflect unaudited results for the twelve months ended December 31, 2005. We consummated the Eagle acquisition on February 28, 2006 and Eagle’s results of operations have been included in the Company’s historical results since that date. Therefore, Eagle’s historical operating results for the three months ended March 31, 2006 only include the period from January 1, 2006 through February 27, 2006. Accordingly, the historical amounts disclosed for Eagle in these unaudited pro forma condensed combined statements of operations will not agree with Eagle’s audited financial statements appearing elsewhere in this offering circular. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this offering circular, the consolidated financial statements of Eagle and related notes included elsewhere in this offering circular, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information appearing elsewhere in this offering circular. In the Eagle acquisition, we acquired all of the capital stock of Eagle High Reach Equipment, Inc. and all of the equity interests of its subsidiary, Eagle High Reach Equipment, LLC. Eagle High Reach Equipment, Inc. held a 50% ownership interest in its subsidiary, Eagle High Reach Equipment, LLC, and SBN Eagle LLC held the remaining 50%.

 

The unaudited pro forma condensed consolidated statement of operations data for the year ended December 31, 2005 and for the three months ended March 31, 2006 have been prepared to give pro forma effect to (1) the Eagle acquisition, (2) the Reorganization Transactions and our initial public offering of our common stock, including the application of net proceeds from that offering and (3) the Refinancing, in each case as if they had occurred on January 1, 2005. The selected unaudited as adjusted balance sheet data as of March 31, 2006 have been prepared to give pro forma effect to the Refinancing as if it had occurred on March 31, 2006. See note 3 of the notes to our unaudited consolidated financial statements for the three months ended March 31, 2006 (as Restated) included elsewhere in the offering circular for a description of the application of net proceeds from our initial public offering of our common stock. The unaudited pro forma condensed consolidated financial statements presented below are based upon preliminary estimates of purchase price allocations and do not reflect any anticipated operating efficiencies or cost savings from the integration of Eagle into our business. In addition, the unaudited pro forma condensed consolidated financial statements presented below are based on estimated amounts of sources and uses of funds as described in note (2) under “Use of Proceeds.”

 

The unaudited pro forma condensed consolidated financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the unaudited pro forma financial data. The unaudited pro forma condensed consolidated financial data is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the transactions described above been consummated on the dates indicated, and do not purport to be indicative of results of operations for any future period.

 

 

 

 

Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations