United Rentals Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On February 19, 2025, United Rentals, Inc. (“URI”), UR Merger Sub VII Corporation, a wholly owned subsidiary of URI (“Merger Sub”), and H&E Equipment Services, Inc. (“H&E”) agreed to terminate the Agreement and Plan of Merger (the “Merger Agreement”), by and among URI, H&E and Merger Sub pursuant to the terms and conditions thereof.
Pursuant to the terms of the Merger Agreement and subject to the terms and conditions thereof, URI (through Merger Sub) commenced a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of H&E (the “Shares”) on January 28, 2025. On February 19, 2025, URI and Merger Sub withdrew the Offer as a result of the termination of the Merger Agreement, rendering a condition of the Offer incapable of being satisfied.
Concurrently with the termination of the Merger Agreement, H&E will pay URI a $63,523,892 termination fee pursuant to the terms and conditions of the Merger Agreement.
A description of the material terms and conditions of the Merger Agreement was previously disclosed in URI’s Current Report on Form 8-K filed on January 14, 2025. To the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference herein.
| Item 8.01 | Other Events. |
The amended and restated bridge facility commitment letter that URI and United Rentals (North America), Inc. entered into with Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, The Bank of Nova Scotia, J.P. Morgan Chase Bank, N.A., MUFG Bank, Ltd., PNC Capital Markets LLC, PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch, Truist Bank, Bank of Montreal, BMO Capital Markets Corp., Regions Capital Markets, a Division of Regions Bank and Sumitomo Mitsui Banking Corporation in connection with the transactions contemplated by the Merger Agreement has also been terminated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 19, 2025
| UNITED RENTALS, INC. | |||
| By: | /s/ Joli Gross | ||
| Name: | Joli Gross | ||
| Title: | Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary | ||
| UNITED RENTALS (NORTH AMERICA), INC. | |||
| By: | /s/ Joli Gross | ||
| Name: | Joli Gross | ||
| Title: | Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary | ||