H&E Equipment Services, Inc. Announces Pricing Of Senior Notes Offering

First paragraph, first sentence of release should read: ...senior notes due 2022 (sted 2016).

The corrected release reads:

H&E EQUIPMENT SERVICES, INC. ANNOUNCES PRICING OF SENIOR NOTES OFFERING

H&E Equipment Services, Inc. (NASDAQ: HEES) (the “Company”) today announced the pricing of $530 million aggregate principal amount of its senior notes due 2022 (the “Notes”) in an unregistered offering (the “Offering”). The amount offered represents an increase of $50 million from the previously announced offering size of $480 million. The Notes will pay interest semi-annually at a rate of 7% per annum. The Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of its domestic subsidiaries. The Offering is expected to close on August 20, 2012, subject to the satisfaction of customary closing conditions.

The Company expects to use the proceeds from the Offering, together with borrowings under its credit facility, to repurchase or otherwise redeem its outstanding 8 ³/ ₈% senior notes due 2016, to pay, subject to the approval of the board of directors, a special one-time cash dividend of approximately $246 million in the aggregate (which, based on the Company’s shares outstanding as of July 27, 2012 as reported on Company’s Quarterly Report on Form 10-Q filed on August 2, 2012, would equal a dividend of approximately $7.00 per share) to its stockholders of record on a record date to be determined by its board of directors; to pay related fees and expenses and for general corporate purposes. Whether the Company declares a special dividend, and, if so, the timing, amount and nature of any such dividend, will be subject to approval by its board of directors. Any such approval will depend on a variety of factors, including the Company’s ability both to complete the sale of the Notes and to enter into an amended credit facility; the Company’s financial results, cash requirements and financial condition; the Company’s ability to pay dividends under applicable state law; and any other factors deemed relevant by the Company’s board of directors. If for any reason the Company’s board of directors does not approve a special cash dividend in the currently anticipated amount of approximately $246 million, the Company may use the proceeds from the sale of the Notes to fund a special cash dividend of a smaller amount, or it may elect not to declare any special cash dividend.

The Notes and related guarantees are being offered in a private placement solely to 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 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.

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