H&E Equipment Services, Inc. Announces Closing of Senior Notes Offering and Settlement of Tender Offer

H&E Equipment Services, Inc. (NASDAQ: HEES) (the “Company” or “H&E”) today announced the closing of an offering of $1,250 million aggregate principal amount of 3.875% senior notes due 2028 (the “New Notes”) in an unregistered offering through a private placement and the settlement of its previously announced cash tender offer (the “Tender Offer”) with respect to its existing 5.6250% senior notes due 2025 (the “Old Notes”).

The New Notes and related guarantees were offered in a private placement solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The New Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

As of the expiration of the tender offer at 5:00 p.m., New York City time, on December 11, 2020 (the “Expiration Time”), approximately $553.6 million of the $950 million aggregate principal amount of Old Notes, or approximately 58.3% of the aggregate principal amount outstanding, had been validly tendered and not withdrawn. The complete terms and conditions of the Tender Offer were set forth in the Offer to Purchase dated November 30, 2020 (the “Offer to Purchase”) that was made available to eligible holders of the Old Notes.

The net proceeds of the offering of the New Notes, after deducting estimated offering expenses, were approximately $1,238.4 million, which will be used to fund the purchase of Old Notes tendered and accepted in the Tender Offer prior to the Expiration Time and the redemption of any Old Notes remaining after the consummation of the Tender Offer. The Company expects to use the remaining portion of the net proceeds from the sale of the New Notes to pay fees and expenses incurred in connection with the foregoing and otherwise for general corporate purposes.

In accordance with the terms of the Offer to Purchase, the Company made a cash payment to all holders who validly tendered their Old Notes in the Tender Offer of $1,043.75 per $1,000 principal amount of Old Notes tendered plus accrued and unpaid interest from the last interest payment date up to, but not including, the payment date of December 14, 2020.