H&E Equipment Services, Inc. (NASDAQ: HEES) (the “Company”) announced today that it has commenced a cash tender offer (the “Offer to Purchase”) and consent solicitation (the “Consent Solicitation,” and together with the Offer to Purchase, the “Offer”) for any and all of its $250,000,000 aggregate principal amount of 8 3/ 8% Senior Notes due 2016 (CUSIP No. 404030AC2) (the “Notes”). The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated August 6, 2012 (the “Statement”). The Offer will expire at 11:59 p.m., New York City time, on August 31, 2012 unless extended (the “Expiration Date”). In conjunction with the Offer, the Company is soliciting consents (the “Consent Solicitation”) to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Notes. The Company expects to fund the Offer with proceeds of a new senior notes offering (the “Notes Offering”) and availability under its credit facility.
Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the consent payment deadline of 5:00 p.m., New York City time, on August 17, 2012, unless extended by the Company in its sole discretion (the “Consent Payment Deadline”), shall receive $1,031.67 per $1,000 principal amount of Notes (which amount includes a consent payment of $10.00 per $1,000 principal amount of Notes), plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes.
Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to the Expiration Date, shall receive $1,021.67 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment.
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