Notice of Withdrawal and Refiling of Premerger Notification and Report Form Under the HSR Act

Rhea-AI Summary

United Rentals (NYSE: URI) has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Act for its pending acquisition of H&E Equipment Services (NASDAQ: HEES). The refiling aims to provide the FTC additional review time beyond the initial 15-day period for cash tender offers.

The company's cash tender offer to purchase all outstanding H&E shares at $92.00 per share remains active. Key dates include: the Go-Shop Period ending February 17, 2025, and the Expiration Date on February 25, 2025. The new HSR waiting period will expire at 11:59 P.M., Eastern Time, on February 18, 2025.

Positive

• Strategic acquisition of H&E Equipment Services to expand market presence
• Clear acquisition price set at $92.00 per share in cash

Negative

• Regulatory review extension could potentially delay the acquisition timeline
• Additional FTC scrutiny might indicate potential antitrust concerns

Insights

Antitrust Legal Expert

This regulatory development in United Rentals' $92.00 per share acquisition of H&E Equipment Services warrants careful analysis. The HSR refiling strategy is particularly noteworthy given the equipment rental industry's consolidation landscape. By voluntarily withdrawing and refiling, URI demonstrates proactive engagement with antitrust regulators while avoiding the more extensive delays associated with a Second Request investigation.

The new February 18 HSR waiting period strategically aligns just after the February 17 Go-Shop deadline, suggesting careful deal timing orchestration. This synchronization allows potential competing bidders to emerge while simultaneously advancing regulatory review, optimizing the overall transaction timeline.

From a market structure perspective, this acquisition would significantly consolidate the equipment rental space, potentially raising legitimate antitrust concerns given URI's existing market position. The extended review period indicates regulators are scrutinizing market concentration effects, particularly in overlapping geographic markets where both companies operate.

For investors, this procedural step suggests: 1) Deal completion probability remains high, as voluntary refilings typically indicate constructive dialogue with regulators 2) The transaction timeline remains largely unchanged, with the February 25 tender offer expiration holding firm 3) The methodical approach to regulatory compliance reduces execution risk, though shareholders should monitor for any subsequent extensions or regulatory requirements.

STAMFORD, Conn.--(BUSINESS WIRE)-- United Rentals, Inc. (NYSE: URI) (“United Rentals”) announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with United Rentals’ pending acquisition of H&E Equipment Services, Inc. (NASDAQ: HEES) (“H&E”). As previously announced on January 28, 2025, United Rentals, through its wholly owned subsidiary UR Merger Sub VII Corporation, a Delaware corporation (“Merger Sub”), commenced a cash tender offer to purchase all outstanding shares of common stock of H&E (the “Shares”), for $92.00 per Share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes and subject to the terms and conditions set forth in the offer to purchase, dated January 28, 2025 (as amended, the “Offer to Purchase”).

United Rentals has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on January 16, 2025, to provide the FTC with additional time for review, given the abbreviated 15-day review period associated with cash tender offers. Upon such refiling, the 15-day waiting period under the HSR Act restarted, with the new waiting period expiring at 11:59 P.M., Eastern Time, on February 18, 2025.

The Go-Shop Period (as defined in the Offer to Purchase) remains unchanged and is scheduled to end on February 17, 2025. The Expiration Date (as defined in the Offer to Purchase) remains unchanged and is scheduled to end on February 25, 2025.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,591 rental locations in North America, 39 in Europe, 37 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 27,900 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 5,000 classes of equipment for rent with a total original cost of $21.43 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

Additional Information and Where to Find it

This press release is for informational purposes only and is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities.

On January 28, 2025, Merger Sub and United Rentals filed a Tender Offer Statement on Schedule TO with the SEC and H&E filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the Offer. In connection with its refiling of the Premerger Notification and Report Form, Merger Sub and United Rentals will file an amendment to the Tender Offer Statement. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents, each as amended as of the date hereof) and the Solicitation/Recommendation Statement contain important information that should be read carefully when they become available and considered before any decision is made with respect to the Offer. Those materials and all other documents filed by, or caused to be filed by, United Rentals, Merger Sub or H&E with the SEC are available at no charge on the SEC’s website at www.sec.gov. The Schedule TO, Tender Offer Statement and related materials are available for free under the “Financials—SEC Filings” section of United Rentals’ investor website at https://investors.unitedrentals.com/, and the Solicitation/Recommendation Statement and such other documents also may be obtained for free (when available) from H&E under the “Financial Information—SEC Filings” section of H&E’s investor website at https://investor.he-equipment.com/.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. United Rentals uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “targets,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by United Rentals, as well as the possibility that (1) United Rentals may be unable to obtain regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the acquisition as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and H&E, including, without limitation, problems associated with the potential loss of any key employees of H&E; (4) the proposed transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues that we failed to discover during the due diligence investigation of H&E or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (5) our businesses may suffer as a result of uncertainty surrounding the proposed transaction or any adverse effects on our ability to maintain relationships with customers, employees and suppliers; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (7) any negative effects of the announcement of the proposed transaction or the financing thereof on the market price of United Rentals or H&E common stock or other securities; and (8) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and H&E. United Rentals gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements speak only as of the date hereof. United Rentals undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and H&E described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and H&E.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250203927806/en/

Elizabeth Grenfell

Vice President, Investor Relations

O: (203) 618-7125

investors@ur.com

Source: United Rentals, Inc.

FAQ

What is the offer price for H&E Equipment Services shares in United Rentals' acquisition?

United Rentals is offering $92.00 per share in cash for H&E Equipment Services shares, subject to applicable tax withholdings.

When does the tender offer for H&E Equipment Services (HEES) expire?

The tender offer is scheduled to expire on February 25, 2025.

Why did United Rentals (URI) refile its HSR notification for the H&E acquisition?

United Rentals refiled to provide the FTC with additional time for review beyond the standard 15-day review period for cash tender offers.

When does the new HSR waiting period expire for URI's acquisition of HEES?

The new HSR waiting period expires at 11:59 P.M., Eastern Time, on February 18, 2025.

What is the Go-Shop Period end date for the H&E Equipment Services acquisition?

The Go-Shop Period is scheduled to end on February 17, 2025.