HEES H and E Equipment Services Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 2)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

H&E Equipment Services, Inc.

(Name of Subject Company)

H&E Equipment Services, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

404030108

(CUSIP Number of Common Stock)

Bradley W. Barber

7500 Pecue Lane

Baton Rouge, Louisiana 70809

(225) 298-5200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to:

Derek Winokur

Iliana Ongun

Milbank LLP

55 Hudson Yards

New York, New York 10001

(212) 530-5000

This Amendment No. 2 (this “Amendment No. 2”) 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 of the Company’s common stock, par value $0.01 per share (the “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 SEC 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.

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. 2 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. 2 shall have the meanings ascribed to them in the Schedule 14D-9 and page number references in this Amendment No. 2 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 4. The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The last paragraph of the subsection entitled “(b) Background of the Transactions and Reasons for the Company Board’s Recommendation—Background of the Transactions” on page 23 of the Schedule 14D-9 is hereby amended and supplemented as follows:

On January 14, 2025, the proposed transaction was announced by press release prior to the market opening. Immediately following the press release and in accordance with the directions of the Company Board, representatives of BofA Securities and members of the Company Board began outreach to persons potentially interested in exploring a transaction involving the Company during the Go-Shop Period. The Go-Shop Period will expire at 11:59 p.m., Eastern time, on February 17, 2025.

The following paragraphs are hereby added immediately after the last paragraph under the subsection entitled “(b) Background of the Transactions and Reasons for the Company Board’s Recommendation—Background of the Transactions” on page 23 of the Schedule 14D-9:

During the Go-Shop Period, which ended at 11:59 p.m. Eastern Time on February 17, 2025, representatives of BofA Securities contacted approximately 12 parties in support of the Company Board’s effort to solicit, encourage and otherwise facilitate the submission by third parties of alternative Acquisition Proposals to the Company. During the Go-Shop Period, the Company entered into two confidentiality agreements with third parties.

On February 10, 2025, the Company received a written proposal from Herc Holdings Inc., a Delaware corporation (“Herc”, and such proposal, the “Herc Proposal”) to acquire all of the outstanding Shares for a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, without interest, less any applicable withholding of taxes, and (ii) a fixed exchange ratio of 0.1287 shares of Herc common stock, without interest, per Share. The combination of cash and stock is equal to approximately $104.59 per share, based upon Herc’s closing price on February 14, 2025 of $200.74 per Share. The Company also received a draft Merger Agreement (the “Herc Merger Agreement”) and a Highly Confident Letter, supporting the proposed financing of the potential transaction between Herc and the Company.

On February 11, 2025, the Company Board held a special meeting, with members of the Company’s senior management team, Milbank and BofA Securities in attendance, to discuss the Herc Proposal. Milbank provided the Company Board with an overview of the proposed Herc Merger Agreement and representatives of BofA Securities then explained that the Herc Proposal constituted a 139% premium to the closing price of the Shares on January 13, 2025, the last trading day of the Shares prior to the public announcement of the Merger Agreement and an approximately 14% improvement from the Offer, in each case based upon Herc’s 10-day VWAP (as defined below) as of February 10, 2025. The Company Board then instructed the representatives of BofA Securities to continue their financial analyses and the representatives of Milbank to negotiate the Herc Merger Agreement with Herc’s outside counsel, Simpson Thacher & Bartlett LLP (“STB”).

On February 12, 2025, in order to facilitate the provision of reverse due diligence information by Herc, the Company and Herc amended their original confidentiality agreement, dated as of January 24, 2025, to provide for mutual confidentiality obligations between the parties. Later on February 12, 2025, Guggenheim Securities, LLC, financial advisor to Herc (“Guggenheim”), provided Milbank and BofA Securities with a copy of the Herc bridge commitment letter from Crédit Agricole Corporate and Investment Bank (“CACIB”, and such bridge commitment letter, the “Herc Debt Commitment Letter”). Later on February 12, 2025, representatives of Milbank provided a revised draft of the Herc Merger Agreement and an initial draft of the related Company Disclosure Letter to STB.

On February 13, 2025, Herc and the Company entered into a clean team confidentiality agreement, which contains customary provisions regarding the sharing of competitively sensitive information only among designated representatives and outside advisors of the parties. From this date until February 16, 2025, the parties negotiated the Herc Merger Agreement and related disclosure schedules, the Herc Debt Commitment Letter and conducted mutual diligence.

On February 16, 2025, Herc delivered to the Company a nonbinding, irrevocable version of the Herc Proposal, which stated that it would remain valid until noon on February 24, 2025, as well as proposed final forms of the Herc Merger Agreement and ancillary documents. Later on February 16, 2025, the Company Board held a special meeting, with members of the Company’s senior management team, Milbank and BofA Securities in attendance, to discuss the Herc Proposal. During the meeting, representatives of BofA Securities reviewed with the Company Board their preliminary financial analysis of the Herc Proposal. Following careful review and discussion of the Herc Proposal and after due consideration of its fiduciary duties, the Company Board unanimously (i) concluded in good faith, after consultation with its financial advisor and outside legal counsel, that the Herc Proposal constitutes a Superior Proposal (as defined in the Merger Agreement) and (ii) resolved to terminate the Merger Agreement pursuant to the terms of the Merger Agreement absent any revision to the terms and conditions of the Merger Agreement. Later that day, in accordance with the terms of the Merger Agreement, the Company delivered written notice to URI that the Company Board determined that the Herc Proposal constitutes a Superior Proposal.

On February 17, 2025, URI delivered a written notice to the Company stating that URI did not intend to submit a revised proposal and waiving URI’s four-business-day match period under the Merger Agreement.

In the morning of February 18, 2025, before the stock market opened, representatives of H&E issued a press release disclosing that the Company Board had determined that the Herc Proposal constituted a Superior Proposal (as defined in the Merger Agreement) and that the Company Board had notified URI of such determination as required by the Merger Agreement. The press release also disclosed that URI notified H&E in writing that it does not intend to submit a revised proposal and has waived its four-business-day match period under the Merger Agreement, that H&E is not permitted to enter into a merger agreement with Herc until H&E satisfies certain other requirements under the Merger Agreement, which are currently anticipated to be satisfied on or about February 19, 2025, and that Herc has agreed to pay the $63,523,892 Company Termination Fee to URI on behalf of the Company in connection with a termination of the Merger Agreement to enter into the Herc Merger Agreement.

As of February 18, 2025, the Company Board has not yet terminated the Merger Agreement nor changed its recommendation in support of the Merger Agreement.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit (a)(5)(5)

H&E Equipment Services, Inc. Receives Superior Proposal from Herc Holdings Inc.

BATON ROUGE, La., Feb. 18, 2025 – H&E Equipment Services, Inc. d/b/a H&E Rentals (NASDAQ: HEES) (“H&E”) today announced that it has determined that a definitive offer from Herc Holdings Inc. (NYSE: HRI) (“Herc”) to acquire all of the outstanding shares of H&E common stock for a combination of cash and Herc common stock constitutes a “Superior Proposal,” as defined in the existing merger agreement (the “United Rentals Merger Agreement”) with United Rentals, Inc. (NYSE: URI) (“United Rentals”). The Herc definitive offer, which expires at 12:01 p.m. Eastern Time on February 24, 2025, includes a fully negotiated merger agreement and the related financing commitments.

The Herc definitive offer provides for consideration of (i) $78.75 in cash, without interest, less any applicable withholding of taxes, and (ii) a fixed exchange ratio of 0.1287 shares of Herc common stock, without interest, per share of H&E common stock. The combination of cash and stock is equal to approximately $104.59 per share of H&E common stock, based upon Herc’s closing price on February 14, 2025, of $200.74 per share.

In accordance with the United Rentals Merger Agreement, H&E notified United Rentals of the H&E board of directors’ determination that the definitive offer from Herc constituted a Superior Proposal, following which United Rentals notified H&E in writing that it does not intend to submit a revised proposal and has waived the four business day match period under the United Rentals Merger Agreement, which will permit H&E to terminate its existing merger agreement and enter into a merger agreement with Herc.

H&E is not permitted to enter into a merger agreement with Herc until H&E satisfies certain other requirements under the United Rentals Merger Agreement, which are currently anticipated to be satisfied on or about February 19, 2025.

Under the United Rentals Merger Agreement, H&E is required to pay a $63,523,892 termination fee to United Rentals if H&E terminates the United Rentals Merger Agreement in order to enter into an agreement with Herc. Herc has agreed to pay the termination fee to United Rentals on behalf of H&E in such event. H&E would be required to repay Herc for the United Rentals termination fee under certain circumstances in connection with a termination of the merger agreement with Herc. At this time, H&E’s board of directors has neither changed its recommendation with respect to the pending transaction with United Rentals nor terminated the United Rentals Merger Agreement. There can be no assurances that a transaction with Herc will result from Herc definitive offer, or that any other transaction will be consummated.

H&E today also announced the expiration of the 35-day “go-shop” period as of 11:59 p.m. Eastern Time on February 17, 2025, in accordance with the terms of the United Rentals Merger Agreement.

About H&E

Founded in 1961, H&E is one of the largest rental equipment companies in the nation. The Company’s fleet is comprised of aerial work platforms, earthmoving, material handling, and other general and specialty lines. H&E serves a diverse set of end markets in many high-growth geographies and has branches throughout the Pacific Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions.

Additional Information and Where to Find it

This press release is for information purposes only and 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. These forward-looking statements speak only as of the date hereof. H&E Equipment Services 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. On January 28, 2025, United Rentals and its acquisition subsidiary, UR Merger Sub VII Corporation (“Purchaser”), filed a Tender Offer Statement on Schedule TO with the SEC and on January 28, 2025, H&E Equipment Services filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement, as they may be amended from time to time, contain important information that should be read carefully when they become available and considered before any decision is made with respect to the tender offer. Those materials and all other documents filed by, or caused to be filed by, United Rentals and H&E Equipment Services with the SEC will be available at no charge on the SEC’s website at www.sec.gov. The tender offer materials and related materials also may be obtained for free (when available) 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 Equipment Services under the “Financial Information—SEC Filings” section of H&E Equipment Services’ 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, investors 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. H&E Equipment Services 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 and H&E Equipment Services, as well as the possibility that (1) United Rentals and H&E Equipment Services 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) H&E Equipment Services’ business may suffer as a result of uncertainty surrounding the proposed transaction, or any adverse effects on H&E Equipment Services’ ability to maintain relationships with customers, employees and suppliers; (4) 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; (5) any negative effects of the announcement of the proposed transaction or the financing thereof on the market price of H&E Equipment Services common stock or other securities; and (6) 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 Equipment Services. H&E Equipment Services 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 foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and H&E Equipment Services 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 Equipment Services. These forward-looking statements speak only as of the date hereof. H&E Equipment Services 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.

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Contact:

H&E Equipment Services, Inc.

Leslie S. Magee

Chief Financial Officer

225-298-5261

lmagee@he-equipment.com

Jeffrey L. Chastain

Vice President of Investor Relations

225-952-2308

jchastain@he-equipment.com