United Rentals Enters Definitive Agreement for Yorozu Acquisition

TL;DR

UR just signed a big deal for Yorozu, moving the acquisition forward.

AI Summary

On January 13, 2025, United Rentals, Inc. entered into a material definitive agreement related to its previously announced acquisition of Yorozu Corporation. The filing does not disclose specific financial terms or the exact nature of the agreement, but it is a significant step in the acquisition process.

Why It Matters

This filing confirms a material definitive agreement has been reached for the Yorozu acquisition, signaling progress and a commitment to the deal by United Rentals.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which suggests a higher likelihood of the transaction closing, but risks associated with acquisition completion remain.

Key Players & Entities

• United Rentals, Inc. (company) — Filer and acquirer
• Yorozu Corporation (company) — Target of acquisition
• 0001104659-25-003275 (filing_id) — Accession number for this 8-K filing
• 20250113 (date) — Period of report date
• 20250114 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — shares of H&E's common stock, par value $0.01 per share (the " Shares "), at a price
• $92.00 — r share (the " Shares "), at a price of $92.00 per Share (the " Offer Price "), net to
• $127,047,785 — equired to pay URI a termination fee of $127,047,785, provided, however, that, if H&E termin
• $63,523,892 — ired to pay Parent a termination fee of $63,523,892. The Merger Agreement also requires th
• $3.8 billion — ity in an aggregate principal amount of $3.8 billion for the purpose of funding the consider

Filing Documents

• tm253246d1_8k.htm (8-K) — 68KB
• tm253246d1_ex2-1.htm (EX-2.1) — 747KB
• tm253246d1_ex99-1.htm (EX-99.1) — 36KB
• tm253246d1_ex99-2.htm (EX-99.2) — 20KB
• tm253246d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• tm253246d1_ex99-1img02.jpg (GRAPHIC) — 3KB
• tm253246d1_ex99-2img01.jpg (GRAPHIC) — 215KB
• tm253246d1_ex99-2img02.jpg (GRAPHIC) — 494KB
• tm253246d1_ex99-2img03.jpg (GRAPHIC) — 293KB
• tm253246d1_ex99-2img04.jpg (GRAPHIC) — 194KB
• tm253246d1_ex99-2img05.jpg (GRAPHIC) — 200KB
• tm253246d1_ex99-2img06.jpg (GRAPHIC) — 159KB
• tm253246d1_ex99-2img07.jpg (GRAPHIC) — 188KB
• tm253246d1_ex99-2img08.jpg (GRAPHIC) — 166KB
• tm253246d1_ex99-2img09.jpg (GRAPHIC) — 99KB
• tm253246d1_ex99-2img10.jpg (GRAPHIC) — 181KB
• 0001104659-25-003275.txt ( ) — 4298KB
• uri-20250113.xsd (EX-101.SCH) — 3KB
• uri-20250113_def.xml (EX-101.DEF) — 26KB
• uri-20250113_lab.xml (EX-101.LAB) — 35KB
• uri-20250113_pre.xml (EX-101.PRE) — 24KB
• tm253246d1_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On January 13, 2025, United Rentals, Inc., a Delaware corporation (" URI "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among URI, H&E Equipment Services, Inc., a Delaware corporation (" H&E "), and UR Merger Sub VII Corporation, a Delaware corporation and a wholly owned subsidiary of URI (" Merger Sub "). The Merger Agreement provides for the acquisition of H&E by Merger Sub in a two-step all cash transaction, consisting of a tender offer, followed by a subsequent back-end merger. The Merger Agreement and the transactions contemplated therein, including the Offer (as defined below) and the Merger (as defined below), were unanimously approved and declared advisable by the board of directors of URI. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, URI will cause Merger Sub to commence a cash tender offer (the " Offer ") to acquire any and all of the issued and outstanding shares of H&E's common stock, par value $0.01 per share (the " Shares "), at a price of $92.00 per Share (the " Offer Price "), net to the holder thereof in cash, without interest and of the Offer. If at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied or waived by URI and Merger Sub, URI will cause Merger Sub to extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer conditions to be satisfied. Following the consummation of the Offer, subject to the satisfaction or waiver of certain customary terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into H&E, with H&E surviving as a wholly owned subsidiary of URI (the " Merger "), pursuant to Section 251(h) of the General Corporation La

01

Item 7.01 Regulation FD Disclosure. On January 14, 2025, URI and H&E issued a joint press release announcing the entry into the Merger Agreement regarding the Merger Agreement. URI issued an investor presentation providing information regarding the Merger Agreement. Copies of the press release and investor presentation are being furnished with this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed filed for the purposes of Section 18 of the Exchange Act, as amended, or otherwise Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The disclosure in this report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, of any information does not constitute an admission that such information is material.

01

Item 8.01 Other Events Bridge Facility Commitment Letter In connection with the transactions contemplated by the Merger Agreement, on January 13, 2025, H&E and United Rentals (North America), Inc. entered into a bridge facility commitment letter (the " Commitment Letter ") with Morgan Stanley Senior Funding, Inc. (" Morgan Stanley "), Wells Fargo Securities, LLC (" WFS ") and Wells Fargo Bank, National Association (together with WFS, " Wells Fargo ") pursuant to which Morgan Stanley and Wells Fargo have committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $3.8 billion for the purpose of funding the consideration for the transactions contemplated by the Merger Agreement, including the Offer and the Merger, refinancing certain indebtedness of H&E, and paying fees and expenses related to the foregoing. H&E currently expects to replace the bridge facility prior to the closing of the Merger with permanent financing, which may include the issuance of debt securities and a term loan facility. The commitments under the Commitment Letter are subject to customary conditions, including the execution and delivery of definitive documentation with respect to the bridge facility in accordance with the terms set forth in the Commitment Letter. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-Kcontains forward-looking statements within the meaning of Section 21E of the Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, investors should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Title 2.1 Agreement and Plan of Merger, dated January 13, 2025, by and among H&E Equipment Services, Inc., United Rentals, Inc., and UR Merger Sub VII Corporation* 99.1 Joint Press Release, dated January 14, 2025 99.2 Investor Presentation, dated January 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The Company Disclosure Schedule (as defined in the Merger Agreement) has been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 14, 2025 UNITED RENTALS, INC. By: /s/ Joli Gross Name: Joli Gross Title: Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary UNITED RENTALS (NORTH AMERICA), INC. By: /s/ Joli Gross Name: Joli Gross Title: Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR