This Amendment No. 1 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the SEC) on March 19, 2025 (together with any amendments and supplements thereto, the Schedule TO), and is filed by Herc
Holdings Inc., a Delaware corporation (Herc), and HR Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Herc (Merger Sub). This Amendment relates to the offer by Merger Sub to exchange for each
outstanding share of common stock of H&E Equipment Services, Inc., a Delaware corporation (H&E), par value $0.01 per share (H&E shares), validly tendered and not validly withdrawn in the offer: $78.75 in cash and
0.1287 of a share of Herc common stock, par value $0.01 per share (which we refer to as Herc common stock), together with cash in lieu of any fractional H&E shares, in each case without interest and less any applicable withholding
taxes (such consideration, the transaction consideration, and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated March 19, 2025 (the Prospectus/Offer to
Exchange), and in the related letter of transmittal (the Letter of Transmittal), together with any amendments or supplements thereto, the Offer).
Except as otherwise set forth in this Amendment, all information as set forth in the Schedule TO, including all exhibits and annexes thereto
that were previously filed with the Schedule TO, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the
Schedule TO.
Items 1 through 9.
Items 1 through 9 of the Schedule TO, to the extent Items 1 through 9 incorporate by reference information contained in the Prospectus/Offer to Exchange, are
hereby supplemented and amended as follows:
The Offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on
April 15, 2025, is being extended in accordance with the Merger Agreement to one minute after 11:59 p.m., Eastern Time, on April 29, 2025, unless further extended in accordance with the Merger Agreement. The Depository and Paying Agent for
the Offer has advised Herc that as of close of business on April 15, 2025, a total of 17,906,866 H&E shares were validly tendered and not validly withdrawn in the Offer, representing approximately 48.84% of the outstanding H&E shares,
and an additional 385,504 H&E shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 1.05% of the outstanding H&E shares. The Offer was extended to allow additional time for the satisfaction
of the remaining conditions of the Offer, including receipt of applicable regulatory approvals.
On April 16, 2025, Herc issued a press release
announcing the extension of the Offer. A copy of the press release is attached as Exhibit (a)(5)(J) hereto and incorporated by reference herein.
Amendments to the Exhibits to the Schedule TO
All
references to 11:59 p.m., Eastern Time, on April 15, 2025 set forth in the Offer to Exchange (Exhibit (a)(4)), Form of Letter of Transmittal (Exhibit (a)(1)(A)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(B)), Form Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)), and Form Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) are hereby amended and
replaced with references to 11:59 p.m., Eastern Time, on April 29, 2025.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: