Herc Holdings Inc美股招股说明书(2025-05-19版)

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON MAY 22, 2025, UNLESS EXTENDED ORTERMINATED. Herc Holdings Inc. (which we refer to as “Herc”), a Delaware corporation, through its direct wholly owned subsidiary HR Merger Sub Inc., a Delaware corporation (which we refer to as“Merger Sub”), is offering, upon the terms and subject to the conditions set forth in this document and in the accompanying letter of transmittal (the “Letter of Transmittal”), to exchange foreach outstanding share of common stock of H&E Equipment Services, Inc., a Delaware corporation (which we refer to as “H&E”), par value $0.01 per share (which we refer to as “H&Ecommon stock,” and such shares of H&E common stock, “H&E shares”), validly tendered and not validly withdrawn in the offer: •$78.75 in cash; and in each case, without interest and less any applicable withholding taxes. We refer to the above as the “transaction consideration.” Merger Sub’s obligation to accept for exchange H&E shares validly tendered (and not validly withdrawn) pursuant to the offer is subject to certain conditions, including the condition that,prior to the expiration of the offer, there have been validly tendered and not validly withdrawn a number of H&E shares that, together with H&E shares then owned by Herc and Merger Sub(if any), would represent at least a majority of the H&E shares issued and outstanding immediately after the consummation of the offer, as more fully described under “The Offer – Conditionsto the Offer.” The offer is being made pursuant to an Agreement and Plan of Merger (which we refer to as the “Merger Agreement”), dated as of February19, 2025, by and among Herc, Merger Sub andH&E. A copy of the Merger Agreement is attached to this document asAnnex A. The purpose of the offer is for Herc to acquire control of, and ultimately the entire equity interest in, H&E. The offer is the first step in Herc’s plan to acquire all of the outstanding H&Eshares. If the offer is completed and as a second step in such plan, Herc intends to promptly consummate a merger of Merger Sub with and into H&E, with H&E (which we refer to as the“Merger”) surviving the Merger (which we refer to as the “surviving corporation”) as a wholly owned subsidiary of Herc. The purpose of the Merger is for Herc to acquire all H&E shares thatit did not acquire in the offer. In the Merger, each outstanding H&E share that was not acquired by Herc or Merger Sub (other than certain dissenting, converted or cancelled shares, asdescribed further in this document) will be converted into the right to receive the transaction consideration. Upon the consummation of the Merger, H&E will be a wholly owned subsidiary ofHerc, and the former H&E stockholders will no longer have any direct ownership interest in the surviving corporation. If the offer is completed (such that Herc owns at least a majority of theH&E shares then issued and outstanding), the Merger will be governed by Section251(h) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), and,accordingly, no vote of the H&E stockholders will be required to complete the Merger. The board of directors of H&E has unanimously (i)determined that the Merger Agreement and thetransactions contemplated thereby, including the offer and the Merger, are fair to and in the best interests of H&E and its stockholders, and declared it advisable to enter into the MergerAgreement with Herc and Merger Sub, (ii)approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby,including the offer and the Merger, in accordance with the DGCL, (iii)resolved that, subject to the terms of the Merger Agreement, the Merger shall be effected under Sections251(h) of theDGCL and (iv)resolved to recommend that H&E stockholders accept the offer and tender the H&E shares to Merger Sub pursuant to the offer, in each case, upon the terms and subject to theconditions of the Merger Agreement. The board of directors of Herc also determined that the Merger Agreement and the transactions contemplated thereby, including the offer and the Mergerand the issuance of Herc common stock in the offer and the Merger, are advisable for, fair to and in the best interests of, Herc and its shareholders, and approved the execution and delivery byHerc of the Merger Agreement. Herc common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “HRI,” and H&E common stock is listedon the Nasdaq Capital Market (which we refer to as “Nasdaq”) under the symbol “HEES.” The exchange of H&E shares for the transaction consideration in the offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. Holders of H&E shares should readthe section entitled “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of certain U.S. federal income tax consequences