This Amendment No. 1 (this “Amendment No. 1”) 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 March 19, 2025.
The Schedule 14D-9 relates to the cash and stock tender offer (the “Offer”)
by HR Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Herc Holdings Inc., a Delaware corporation (“Herc”), to acquire all of the issued and outstanding shares of the Company’s common
stock, par value $0.01 per share (the “Shares”), in exchange for, on a per-Share basis, (i) $78.75 and (ii) 0.1287 shares of Herc common stock, in each case, without interest and less any applicable
withholding taxes, upon the terms and conditions set forth in the Offer to Exchange, dated March 19, 2025. The Offer is disclosed in the Tender Offer Statement on Schedule TO, filed by Herc and Merger Sub with the SEC on March 19, 2025,
and is made upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange, which is part of a Registration Statement on Form S-4 that Herc filed on March 19, 2025, with the
SEC, 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. 1
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. 1 shall have the meanings ascribed to them in the Schedule 14D-9 and page number references in this Amendment No. 1 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 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented
as follows:
The following paragraph is hereby added immediately after the last paragraph under the subsection
entitled “(b) Tender Offer and Merger” on page 4 of the Schedule 14D-9:
On
April 16, 2025, Herc announced the extension of the Offer, which was previously scheduled to expire at one minute after 11:59 p.m. Eastern Time, on Tuesday, April 15, 2025, in accordance with the Merger Agreement to one minute after
11:59 p.m., Eastern Time, on Tuesday, April 29, 2025, unless further extended in accordance with the Merger Agreement.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The information set forth under the subsection entitled “(d) Regulatory Approvals—United States
Antitrust Compliance” on pages 48 and 49 of the Schedule 14D-9 is hereby amended and supplemented as follows:
Under the HSR Act, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”, and together with the Antitrust Division, the “Reviewing Agencies”) in Notification and Report Forms provided by
the acquiring and acquired persons, and certain waiting period requirements have been satisfied. The initial waiting period for a cash and stock tender offer is 30 days, but this period may generally be shortened if the Reviewing Agency grants
“early termination” (“ET”). The initial waiting period may also be restarted if the acquiring person voluntarily withdraws and re-files its Notification and Report Form (a “pull-and-refile”), and/or it may be extended if the Reviewing Agency issues a request for additional information and documentary material, in which case the waiting period expires 30 days after the date
when both persons have substantially complied with such request. The purchase of Shares pursuant to the Offer is subject to such
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