United Rentals to acquire H&E Equipment Services for $92/share, ~$4.8B enterprise value

H&E Equipment Services, Inc.

$92/share cash; enterprise value ~$4.8B incl. $1.4B net debt.
H&E has ~160 branches, 2,900 employees, $2.9B fleet cost. TTM rev $1.518B, adj. EBITDA $696M.
35-day go-shop; termination fee $127M (standard) or $63.5M (go-shop related).
Exec severance: 2x base salary + bonus if terminated w/o cause within 2 yrs post-close.
Bylaws amended to add exclusive forum provisions for certain legal actions.

item 1.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

H&E Equipment Services, Inc.: Added Article X establishing exclusive forum provisions for certain legal actions, including Delaware Chancery Court and federal district court for Securities Act claims (effective 2025-01-13).

Change: bylaw amendment
Effective: 2025-01-13

Exact text from the filing

On January 13, 2025, the Company Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately (the “Bylaws Amendment”). The Bylaws Amendment added a new Article X to the Bylaws, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State of Delaware.

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Source: SEC EDGAR

accession 0001193125-25-005785

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