Excellent. Well, thank you, everyone, for joining us. My name is Adam Seiden. I lead the U.S. Machinery and Construction effort here at Barclays. And for this session here, we're very pleased to have the folks from Herc in attendance. So you guys all know probably Larry Silber, Mark Humphrey, CEO, CFO, as well as we have Leslie Hunziker from the IR team here in the audience. So the format of this session is primarily a fireside chat, but what we wanted to do is first kick it off, actually, to Larry, just to talk a little bit about some news that some people in here may have heard yesterday, and then we could dive right in. So, Team Herc, thanks for being here, and Larry, it's yours. Thanks, Adam. Good morning, everybody, and thanks for joining our session. I'll hopefully kick that off and I'm going to back up one there. Good afternoon. We're excited to be here today, you know, and cover the announcement that we made yesterday regarding Herc's acquisition of H&E Equipment Services. But before diving in, I'd like to remind you of our Safe Harbor Statement informing you of information regarding non-GAAP financial measures. Some of you are probably familiar with our company. Herc Rentals is the third largest rental company in North America, and it's important to understand that, you know, our foundation that we've built over the last nine years since we became an independent public company, that's enabling us to complete this acquisition from a position of strength. Herc is an industry leader in what's a very highly fragmented industry, and we're generating above market growth, and we are considered a consolidator in the industry. Over the last four years, we've invested more than $2 billion in over 50 acquisitions, and we know how to allocate capital to drive value in the business, and we know how to successfully integrate acquisitions as we've done. Like I said, over 50 acquisitions to date. Our fully integrated acquisitions conducted over this period of time, we've achieved our target synergized multiples and have consistently generated ROIC in excess of the cost of capital. So as we approach this new opportunity with H&E, we'll be using the same playbook to integrate H&E into Herc. So here's a little bit about the deal and scaling our platform and accelerating a strategy that we've had in place for a while. It's a unique opportunity. There were only really one of two assets of this size remaining in the industry, and this will help accelerate our. With H&E we gain a high quality rental business that's invested strategically in its fleet, its branch network and its people consistently over the last several years. Together we'll have a substantially expanded footprint, increased density in key regions with economies of scale in those regions, we'll have geographic as well as customer diversification in those regions. And one of the main things is we'll have a larger and much younger fleet that we're acquiring with this acquisition. The financial benefits are also compelling. The transaction is expected to be high single digit accretive to Herc's EPS in 2026 and ramped to greater than 20% as synergies are fully realized in the acquisition. And as I'll review shortly, the cost and revenue synergies are substantial and we believe are highly achievable and we'll talk to those for sure. Under the terms of our agreement with H&E, the shareholders of H&E will receive $78.75 in cash and 0.1287 shares of our common stock for each share that they own. The transaction consideration mix has been structured to ensure that Herc continues to have financial strength and flexibility to invest in the business and return to our leverage target ratios within a 24-month period. Subsequent to closing, we'll continue to invest in our core business in technology that drives the sales and service capability, and we expect to maintain the dividend that we initiated several years ago going forward. Herc's making the acquisition, as I said, from a position of strength and I want to underscore that point here. Since becoming an independent public company and publicly traded in 2016, we've delivered a total shareholder return of 544% to our shareholders. We believe the H&E acquisition will enable us to build on. Premier shareholder returns going forward. Sort of a picture of the footprint. The yellow dots represent Herc and the black dots represent the addition of the H&E 160 locations that will be joining the Herc portfolio together. Once the acquisition is completed, we'll operate out of more than 600 branches or locations, further strengthening our position as the third largest rental company in North America. We'll have a leading presence in 11 of the top 20 rental regions and increased urban density in seven of the top 10 rental regions in urban markets. We have a clear path to incremental $300 million worth of EBITDA. The synergy upside enabled combination is quite substantial. As you can see, we've identified approximately $125 million of cost synergies and we've also identified $175 million of EBITDA impact from revenue synergies and the cost synergies. We expect to see most of the benefits of that in the first two years post closing and the revenue synergies will be achieved over a three year period. The ability to extend also our specialty fleet across H&E's network is a big generator of the revenue synergies for us. H&E's offering is primarily in the general rental area with a very narrow portfolio of products and that will provide substantial cross selling opportunities in the white spaces for us to bring our specialty fleet and expertise in rental solutions to their customers. General rental will also be an opportunity because as I mentioned, they primarily operate in three main categories. We will expand that category area to about 6,000 subcategories within that and give them ample opportunity to grow their general rental portfolio with an offering that effectively is about 10 times of what they offer today. The third primary bucket which you see on this slide is really synergies around Herc technology and digital tools that will enable them to improve their performance and optimize their business, whether it's on pricing, whether it's on logistics or utilization of equipment and efficiencies gained in the business, and we feel very confident about these, and I'm sure Mark will talk to these in just a minute. Given the combined company's powerful platform, our increased liquidity and greater investor interest that comes with a scaled company, we believe also that we will experience multiple re-ratings to our valuation and we believe that it will become warranted as our scale is recognized in the market. As shown on the chart on the right hand side of this slide, the uplift from our re-rate opportunities will deliver significant additional values to our shareholders. Excuse me. For each incremental half turn in rerating, the implied value of Herc would be approximately $40 a share or an approximate 20% increase to our stock price compared to where we traded yesterday. So with that I'd like to now turn it over and end with what we look at as the summary to our value proposition for this transaction. I'm sure this will be something Adam will ask us a lot about. No, that's right. And thank you Larry for the overview there of the transaction. So I guess I'm going to ask a real simple question out of the gate. Why now? Why? You know, given where we are in the market cycle and what you guys see out there, why buy a company like H&E with that size, particularly with the track record of having done a lot of smaller bolt-on acquisitions over the last number of years here. Yeah, great question. You know, as I've always said, two things I'll comment on that. You know, timing, acquisitions are opportunistic. It became available now, as you know, and as many of our investors know, I've been talking about when one of these two assets, whether it was either H&E or Sunstate, which is really the only two quality assets available that aren't part of the big three, if you will, I've said when and if they become available, we would have a serious interest and we would lever up and take on debt to go after one of these. These are great companies, they are quality businesses with great leadership, teams. Great operational capability. So the reason for now is it became available. And you know, the answer to your second question rather than just smaller bolt-ons is, you know, this isn't any different from our strategy. Just accelerate our strategy. Instead of doing, you know, four, five, six bolt-ons a year or more or a lot more greenfields, we can do it in, in one fell swoop. Keep our strategy the same. Maybe we'll slow down on, on the bolt-ons and we'll slow down on the greenfields and integrate this. And once we fully digest this, we'll go back to that strategy of continuing to look for urban market density. Like you said, I mean, essentially a willing buyer needs a willing seller and in this case there was the seller. You did mention those keywords, lever up. Right. And that's, that has been a talking point over the last day or so here. Can you talk a little bit about your comfort in the ability to, you know, operate a business with this leverage, bring down that leverage, you know, over the 24 month period or even thereafter? Then maybe going back to the fact, you know, that Herc has carried a higher leverage before. Let me address the first part and I'll let Mark address how we're going to leverage down. Okay. Yes, the first part is when we came out and we spun off from Herc in 2016, we carried a 4.2 leverage ratio and we were, you know, and we weren't as healthy a company as we are today. We had a lot of things to fix in the first four or five years of that, you know, that journey. So we were doing a lot of investing in systems and fleet and people. Neglected for seven or eight years prior. So we had to take a lot of that. Not only the debt that we had, the leverage that we had, we had to run a business, get it going and fix a lot. We don't have anything to fix either in our current business or in the acquired business. All we have to do is really implement our technology and implement our fleet and implement our capability into this one. So there's nothing to fix. We had a much higher leverage ratio and we'll be able to overcome that, I think, in pretty short order. And I'm going to let my CFO tell you how we're going to do it. Yeah, I mean, I think. Right. I mean, sort of out of the box. To your point, Adam, leverage is about 3.8 times. You know, the way that we've modeled this, the synergies that Larry spoke of, sort of the health of the two businesses coming together, I think it's going to be a combination of sort of EBITDA growth, synergy recognition and cash flow generation to sort of move you into that range that we've talked about for the last several years of two to three times. And then I think, you know, once we sort of cross over and sort of tackle and accomplish all of the synergies, you know, this business really does begin to produce a significant amount of free cash flow, which I think over time then obviously, you know, depending upon, you know, what we decide to do, you know, from a M&A perspective and the like. Right. You're sort of running back to the levels where we're operating today. Got it. And I think we'll touch on all those levers and seeing EBITDA growth in the futures synergies, we're going to touch in a second in cash flow. But one thing that's a little bit of an outlier to those trends is Sunstate. Right. So Cinelease is. You guys have stated your intentions of looking to monetize that the proceeds that you receive from Cinelease is it, you know, does that go towards helping to pay down the leverage? Yeah, we'll take the proceeds from Cinelease and pay down the ABL. It's effectively modeled inside of our 2025. Obviously it's not free cash flow by definition, but we will certainly use those proceeds to pay down the ABL. Got it. So now let's touch on the synergies. Right. So you had the nice, you know, stacked column chart in the slides there and it always looks great on slides, but it's. Sometimes it's harder in practice. So maybe if you could just walk through for me. You know how you see those synergies phasing in here over the time that you've modeled out here and does it get harder. Or what? Let's start on the rev side. You know, I think, you know, Larry touched on the areas of focus for us. It's really sort of an overlay of what we've done over the last nine years in terms of building a specialty business that is extremely accretive to Herc Rentals. You know, one of the primary reasons that we've improved margins by 1,000 basis points over that period of time. So you know, looking at their fleet lineup, I mean they have virtually nothing in terms of the way of specialty product and offering. You know, that component and we sort of broke it down by category of offering that we do sort of overlaid our performance into them to look at what the power if possible would in fact be. You know, we didn't take all of that and assume we would. They would look exactly like us at the end of three years. But we've modeled that accordingly. I think the other component here is the general rental side of the house where we have significantly more cat classes than they do from a product offering perspective. And so we think that there's, you know, a general uplift there, just taking gear that we already have and moving it into what is a footprint that is extremely likable for us. And so those two things, I think when we think about sort of how the synergies, the rev synergies will play into this, we're sort of anticipating somewhere in the order of magnitude of 20% of that rev synergy. Being accomplished at the end of the first 12 months of the transaction and then up to 60% as the specialty product begins to roll through and the knowledge and know how to sell those solutions roll through. And then we would think and expect that at the end of year three we would have sort of the 100% of the known synergies at that time taking to the cost side of the house. You know, I think that the cost side of the house is sort of relatively evenly split, I would say between the SG&A and the operations side. There's a bunch of moving parts in there. But you know, I think when we look at that, we're sort of anticipating that 60% of the anticipated cost synergy would be in at the end of the first 12 months, then probably at 90%, give or take, at the end of two years and then would expect to sort of be fully vetted by the end of the third year from the cost side And you mentioned a little bit about moving fleet that you already have into existing H&E locations and so forth. So the broader questions around free cash flow because in order to, you know, in order to meet the ambitions of what you're looking to do, I'm sure you want to, you want to expand those cat classes etc that you just spoke to. So what is the combined free cash flow profile of the business? Yeah. Is it greater than where we are today? It is, I think the. The synergy component of this is so cash generative, right? I mean you think about sort of EBITDA cost contribution of $300 million. So sort of after tax, you're talking about, you know, low $200 million. Cash flow, free cash flow profile there, and so I think when you roll that forward and you sort of look at the business on a normalized basis, right, and so obviously, you know, growth CapEx plays into that. One of the most exciting things about this synergy opportunity for us is that we actually think that we can do it capital light, if you will. We think that we can accomplish that revenue synergy with about a net $300 million of gross CapEx, and so the return on that becomes extremely compelling. Then when you roll that through to what the free cash flow profile looks like on the combined business, you know, the way that I think about it, normal fleet growth, normal disposition growth, you're probably talking somewhere between 10%-15% free cash flow to your overall revenue of the combined business on a normalized basis. 10%-15% of the normal of the revenue. Okay, so maybe just to button up the conversation on H&E's and then we'll go back to where all the questions were going to be prior to yesterday. But On just integration, right. Like Herc has the experience of doing a lot of these bolt-ons and so forth. As you said, this is kind of all in one fell swoop. So how do you think, you know, your level of confidence, how do you think the management team's ready to execute on some of these, you know, on now what is a much bigger asset? Yeah, no, great question, Adam, and you know, certainly, you know, something that we've been ready for. We've been trying to do already to be prepared for it, but you know, we're going to break this down more into a regional focus. You know, we operate in 10 regions across North America with Canada being one. All of these locations happen to be in the U.S. and in the nine regions where we've done multiple acquisitions in all these nine regions already with regional teams, regional vice presidents and their teams and support staff that have all fully integrated numerous acquisitions. We've done 51 acquisitions to date over the last four years and they've all been able to do this, so we're going to break this down into a regional basis and make sure that our regional vice presidents are running each of these as you will. None of them are going to have more than 20 locations additive to any one particular region, and you know, we already have a team of people out there that support all of this acquisition integration. Those people will be dedicated to this project. Obviously we're going to slow down any other deals and any other green fields for the market moment. We'll complete what's in process, certainly on green fields as well as brown fields and things that they might have in order, but we won't add anything new to the list, so we'll have a big team of field people that we can flex to address this integration activity. Obviously the number one thing will be from a technology standpoint, get them up on our system quickly, give them visibility across our organization to fleet, to utilization, to all of our tools that we use, whether it's our Optimus pricing tool or on the go fleet management and logistics tool and our Qlik analytics data analytics tool. Give them that capability so they can improve their performance and give them the training on that. So we'll get that done post haste and that'll happen on an organization wide basis and then the integration will happen on a local basis, on a region by region, district by district basis. So we're very confident we've been looking for this kind of opportunity and we believe integration today is one of our core competencies that we've developed over the last four years. So you said the word region a lot in that, you know, in that reply. And that I guess gets to the next thing here, right, is when you look at the market broadly across the national picture, how does that compare versus what you see on a region by region basis? Like how much white space is there out there for you to grow and so forth? Certainly within this acquisition, within this acquisition, there's plenty of white space from a product portfolio standpoint because H&E is an outstanding business, great management team, great performance. Their product category is narrow. So certainly whether it's additive on the general rental or additive on the specialty or additive on the technology to give them capability to be involved in bigger national accounts as well as megaprojects, there's white space there. But remember, this industry is still highly fragmented. There's plenty of opportunity. You know, we're not anywhere near fully penetrated in this industry. There's still a secular movement from ownership to rental. And we've only really been focusing on the top 100 MSAs. You know, we can always go to the next 50 MSAs to look for growth. You know, as we build out and achieve the share in where we're focused around the top 100, we'll look to the, you know, the next 25 or the next 50 and there's plenty of white space with lots of mom and pops out there that you know, would be ripe for consolidation at a later date or greenfield opportunities, you know, in those markets where we want to build. Density, I guess that gets to the above market growth that you guys have been calling out for some time. So we talked a little bit about greenfields and M& A as far as what's done. So maybe just the table set, the table rather level set. If you think about before we get to H& E, the business is still integrating and digesting some of what's been done previously. So maybe into 2025 you guys talked about a little bit of a drag from some M& A in greenfields on what that meant on margin and so forth. So what is it? Could you give us more color as to what is that drag and how that plays out for 2025 and 2026, I guess and how they built that scale up. Yeah, I mean, I think the expectation right is a bit more of the same from a local market perspective. Right. That, you know, low single digit sort of growth. And so when I think about that, you really have probably the way that we sort of measure local maybe a bit different, but that local business is probably net neutral in 2025 inside of 2025. So when you think about, you know, where we've pegged the growth at 4%-6%. Right. Take the midpoint there. Right. You've got a couple of points of tailwind coming in from the M&A primarily back half of 2024 M&A. The remainder of that growth profile into 2025 is national account megaproject activity and some infrastructure type work that probably rolls into and gets counted as local as we sort of report it out. But that's really how we're seeing at least today, you know, how 2025 plays out. Great. One more before it gets to the audience response questions here just on the ROIC's. Maybe it was just a one liner in the script from the call but you know, Aaron mentioned as far as product line expansion and so forth, I'm asking the question because from a product line expansion side, some of your peers have, you know, certainly spoken a lot about that. So just curious, when you guys talk product line expansion, what does that mean for Herc? Yeah, I think when we're talking about it, look, there are certainly the obvious, you know, of expanding our capabilities around trench shoring and things that we've done. But there's within the products that we have, there's really technology expansions, things that are enablers to our customers, that give our customers greater control, greater efficiency and greater utilization of the product around that. So it's really more around technology enablers within the product line expansion. Outside of the obvious, just adding new products to our portfolio as they come out and are developed. Got it. All right, if we could flip to the audience response questions, please. I think probably everyone has experience of doing this the last couple sessions, but the question will be up here and if you could reply on your, the gadget you have in front of you. So the first question is, do you currently own this stock? Yes, overweight, market weight, underweight, or no? You can start the clock. All right, now the answer. All right, about half the rooms. No, it's really actually a roughly even split, to be honest with you. Yes, pretty close. Overweight and no. Next question, please. What is your general bias towards the stock right now? Positive, negative or neutral? Start the clock, please. Very split room, about half positive, half neutral, actually. Moving forward to the next one. In your opinion, through cycle, EPS growth for Herc will be above, in line, or below peers? Start the clock. About in line with peers. All right, moving to the next one. In your opinion, what should Herc do with excess cash? We just spent a lot of time on M&A, but here you go. M&A bolt-on larger repurchases dividends, debt pay down and internal investment. Start the clock, please. Thank you. All right, so debt pay down. I wonder if we did this poll two days ago, what that would have been? Next question. In your opinion, on what multiple of 2025 earnings should Herc have? Less than 10 times, up to higher than 21 times? You can start the clock. All right, so 10 to 12, 13 to 15. Next question, please. And the last one, what do you see as the most significant share price headwind facing our Herc core growth, margin performance, capital deployment or execution? Start the clock. All right. All right. Execution. Well, we just spent a lot of time also on how they're going to execute, so it'll be interesting next year, where things are. So maybe normally I take this and I start asking about, like, free cash flow questions and all that stuff. I think we've got a sense of where that goes, but I wanted to go back to the analyst day slides from a couple years ago. A couple years ago, the company laid out several different scenarios at the analyst day, and to me it felt like some of the numbers that have been talked about and have been shown now, they reflect, you know, the double market growth scenario. So is that still, is that a fair assessment still of how things have played out now a couple of years in, and then in that number tying to free cash was a $900 million or $1.2 billion number? Again, of course that's pre all this H&E conversation. Is that, is that still where you, where you guys are thinking or is there upside or downside? No, I think, I think sort of that mid, that double market growth, the slide is ingrained in my head now, but yes, you know, that sort of that really runs back to what I was saying earlier. Right. That's sort of a normalized CapEx outlay for us which then should provide, you know, somewhere in that 10%-15% of revenue. And that's sort of what that's implying there and kind of what we just did inside of 2024 as well, $300+ million. So I think that's where, you know, the expectation would be in a normalized growth environment. Right. And then I think the other thing sort of tying it back to, you know, the overall expectations inside of that Investor Day. You know, obviously a lot has changed from then until now, and I really think, you know, we need some additional clarity from the Fed and the macro, and you know, loosening up that local market again with probably some incremental interest rate cuts to spur that, and I think once we gain that clarity, you know, we'll come back. I think at the end of the day, we are completely confident that the numbers that we're put on an inside of that investor day presentation are absolutely doable. We just need this. You know, that was on the underpinning of a market growth of five and we're sort of at one now. Right. So I think once we sort of see the clarity, we'll come back and sort of reload on what the expectation and the timeline should be. Excellent. That's helpful. And maybe just to wrap up, Larry, you know, we've been chatting since you guys spun off from Herc. So the company's grown multiples on revenue, EBITDA, you know, OEC, et cetera. Here we are, you know, growing the company again or talking about the growth leg here. That's all what we see from the outside. But, you know, the concluding question here is just, you know, what is one part of the business or the model that we can't model on our end that you think is helping to drive the system success of Herc? Yeah, I really think there's probably two things, you know, that you don't really get to sort of see every day. And the first is technology and the position that we have and the gains that we've made in terms of the technology that we're offering not only ourselves, but our customer base and our OEM suppliers and how we're interfacing with them. You really don't see that fully connected or connectivity across. So that'd be number one. And number two is really the growth and the development of the people. We really have outstanding people that have, you know, long tenure in management. You know, it's not uncommon for us to have multiples of people in region, districts and regions that have 25-30 years with the company and continue to perform and grow and then developing the next level of leaders that come up below them. So the people is really important. And remember, just as a closing here, you have two of the oldest rental businesses in the world coming together here. You know, we are celebrating our 60th anniversary this year. H&E celebrated their 60th anniversary two years ago. So you have over 120 years of combined rental experience coming together. There's best shared practices that'll really help both of these companies propel to the next level. 120 years and still growing. There you go. Still growing. All right, well, please join me in thanking the Herc folks for being here. Really appreciate it. Thank you very much.