SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 31, 2007
H&E EQUIPMENT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
(State or other jurisdiction
of incorporation)
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000-51759
(Commission File Number)
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81-0553291
(IRS Employer
Identification No.) |
11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices, including Zip Code)
(225) 298-5200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
As previously announced, H&E Equipment Services, Inc. (the “Company”) and its wholly owned
subsidiary HE-JWB Acquisition, Inc. entered into an Agreement and Plan of Merger dated May 15, 2007
(the “Merger Agreement”) with the shareholders of J.W. Burress, Incorporated (“Burress”) and the
Burress shareholders’ representative to acquire Burress. On August 31, 2007, the Company and other
parties to the Merger Agreement entered into Amendment No. 1 to the Agreement and Plan of Merger
(“Amendment No. 1”) amending the Merger Agreement to, among other things, for purposes
of calculating the purchase price, determine the twelve month trailing EBITDA of Burress and
certain non-Hitachi indebtedness of Burress as of June 30, 2007. Previously, the twelve-month
trailing EBITDA and non-Hitachi indebtedness were to be determined as of February 28, 2007. Hitachi
owed indebtedness of Burress continues to be determined as of the closing date.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified
in its entirety by reference to the agreement. A copy of Amendment No. 1 is filed as Exhibit 2.1
to this Current Report and is incorporated herein by reference.
The information provided in Item 2.03 below is hereby incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The Company completed, effective as of September 1, 2007 and funded on September 4, 2007, the
previously announced acquisition of all of the capital stock of Burress for a formula-based
purchase price of approximately $96.0 million, subject to
post-closing adjustments, plus estimated
assumed indebtedness of approximately $2.4 million. The estimated purchase price is calculated
without any Hitachi derived EBITDA. Should Burress continue to represent Hitachi, the Burress
shareholders will have the opportunity to receive additional consideration of approximately $15.1
million payable over three years. The Company had no material relationship with Burress prior to
the acquisition. The name of Burress was changed to “H&E Equipment Services (Mid-Atlantic), Inc.”,
effective as of September 4, 2007.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On September 1, 2007, the Company entered into a Second Amended and Restated Credit Agreement
(the “Amended Credit Agreement”), by and among the Company, Great Northern Equipment, Inc., GNE
Investments, Inc., H&E Finance Corp., H&E Equipment Services (California), LLC, H&E California
Holdings, Inc., Burress, General Electric Capital Corporation, as Agent, and the “Lenders” (as
defined therein) amending and restating the Company’s Amended and Restated Credit Agreement dated
as of August 4, 2006 and pursuant to which, among other things, (i) the principal amount of
availability of the credit facility was increased from
$250.0 million to $320.0 million, (ii) an incremental
facility, at Agent’s and Borrower’s mutual agreement, in an
aggregate amount of up to $130.0 million at any time after
closing date, subject to existing and/or new lender approval, was
added, and (iii) Burress was
added as a guarantor. The Company paid $0.4 million to the lenders in connection with this Amended
Credit Agreement.
The foregoing description of the Amended Credit Agreement does not purport to be complete and
is qualified in its entirety by reference to the agreement. A copy of the Amended Credit Agreement
is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 8.01 Other Events.
On September 4, 2007, the Company issued a press release related to the completion of the
Burress acquisition and the execution of the Amended Credit Agreement. A copy of the press release
is attached hereto as Exhibit 99.1. The information contained in the press release attached as
Exhibit 99.1 hereto is being furnished pursuant to this Item 8.01 and should not be deemed to be
filed for the purposes of Section 18 of the Securities Act of 1934, as amended, and is not
incorporated by reference into any Securities Act registration statements.
Item 9.01 Financial Statements and Exhibits.
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Financial Statements of Business Acquired |
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In accordance with Item 9(a) of Form 8-K, the appropriate financial statements of the business acquired
required by Regulation S-X shall be provided not later than 71 days after the date on which this Current Report must be
filed with the Securities and Exchange Commission. |