Core Viewpoint - Herc Holdings Inc. and H&E Equipment Services, Inc. have completed a tender offer for H&E Shares as part of a merger agreement, with the acquisition expected to close on June 2, 2025 [1][3]. Group 1: Tender Offer Details - The tender offer expired on May 29, 2025, with 25,369,090 H&E Shares validly tendered, representing approximately 69.33% of the outstanding shares [2]. - All conditions to the tender offer have been satisfied or waived, and the tendered shares will be accepted for payment [2]. Group 2: Merger Completion - The acquisition is anticipated to close on June 2, 2025, at which point H&E will become a wholly-owned subsidiary of Herc [3][4]. - Following the merger, H&E Shares will cease trading on the Nasdaq Stock Market [4]. Group 3: Company Profiles - Herc Holdings Inc. operates through Herc Rentals Inc. and has 453 locations across North America, with total revenues of approximately $3.6 billion in 2024 [5]. - H&E Equipment Services, Inc. is one of the largest rental equipment companies in the U.S., serving diverse end markets across various high-growth geographies [6].

Financial Performance - Total revenues for the first quarter of 2025 were $319.5 million, a decline of 14.0% compared to $371.4 million in the first quarter of 2024 [6][13] - Total equipment rental revenues decreased to $274.0 million, down 7.2% from $295.3 million in the same quarter of 2024 [6][34] - The company reported a net loss of $6.2 million, or $0.17 per diluted share, compared to a net income of $25.9 million, or $0.71 per diluted share, in the first quarter of 2024 [13][26] Gross Profit and Margins - Gross profit for the first quarter of 2025 was $123.6 million, a decrease of 25.0% from $164.9 million in the first quarter of 2024 [7][14] - Total gross margin declined to 38.7% in the first quarter of 2025, down from 44.4% in the same quarter of 2024 [7][8] - Equipment rental gross margins were 38.2% compared to 43.3% in the first quarter of 2024 [7][34] Rental Fleet and Utilization - The original equipment cost of the rental fleet was approximately $2.9 billion, an increase of 3.8% compared to the end of the first quarter of 2024 [9][29] - Average time utilization based on original equipment cost was 60.3%, down from 63.6% in the first quarter of 2024 [7][8] - Dollar utilization was 33.1% compared to 37.0% in the first quarter of 2024 [9] Expenses and Adjusted Metrics - Selling, General, and Administrative (SG&A) expenses were $111.6 million, a decrease of 2.4% from $114.3 million in the first quarter of 2024 [10] - Adjusted EBITDA for the first quarter of 2025 totaled $131.2 million, a decrease of 18.9% compared to $161.7 million in the same quarter of 2024 [14][33] - Adjusted net income, excluding transaction expenses, was $1.2 million compared to net income of $25.9 million in the first quarter of 2024 [13][31] Strategic Developments - The company is pursuing a branch expansion strategy, with four openings in the first quarter and one in the second quarter of 2025 [3] - The planned merger with Herc Rentals is expected to enhance operational resiliency and is anticipated to close in mid-2025 [4][11]