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H&E Equipment Services, Inc. Announces Tender Offer And Consent Solicitation

If the Company receives the consent of the holders of at least a majority in aggregate principal amount of the Notes and the Company accepts such Notes for payment, the Company will execute the supplemental indenture effecting the proposed amendments. Notes tendered and consents delivered prior to the Consent Payment Deadline may be withdrawn at any time before the Consent Payment Deadline. Notes tendered and consents delivered after the Consent Payment Deadline may be withdrawn at any time prior to the earlier to occur of: (i) the date and time the Company and the trustee execute the supplemental indenture or (ii) the Expiration Date.

The Offer is subject to a number of conditions that are set forth in the Statement, including, without limitation, (i) the Company having amended its credit facility and (ii) the Company having consummated the Notes Offering, each on terms and conditions satisfactory to the Company. There can be no assurance that the Company will amend its credit facility or consummate the Notes Offering, or that any other condition to the Offer will be satisfied.

The complete terms and conditions of the Offer and related Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal that are being sent to holders of the Notes.

The Company has engaged Deutsche Bank Securities Inc. as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the Offer or Consent Solicitation should contact Deutsche Bank Securities Inc. at (212) 250-7527 (Collect) or (855) 287-1922 (Toll Free). Requests for copies of the Statement or other tender offer materials may be directed to D.F. King & Company, Inc., the Tender Agent and Information Agent, at (888) 887-1266.

This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Statement. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Holders are urged to read the Offer to Purchase and related documents carefully before making any decision with respect to the Offer and Consent Solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent or the Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Offer or provide the related consents, and no one has been authorized to make such a recommendation.

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