Neff Corporation (NYSE:NEFF) Files An 8-K Termination of a Material Definitive Agreement

ME Staff 8-k
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Neff Corporation (NYSE:NEFF) Files An 8-K Termination of a Material Definitive Agreement
Item 2.01. Termination of a Material Definitive Agreement.

On October2, 2017, certain subsidiaries of the Company terminated that certain senior credit facility (the “Senior Credit Facility”) evidenced by that certain Second Amended and Restated Senior Secured Credit Agreement, dated as of February25, 2016 (the “Existing Credit Agreement”), among Neff LLC, Neff Holdings LLC, each of the other Credit Parties (as defined therein), the lenders and Bank of America, N.A., as administrative agent.

On October2, 2017, certain subsidiaries of the Company also terminated the Second Lien Credit Agreement dated as of June9, 2014 (as amended to Amendment No.1 dated as of October14, 2014, the “Second Lien Credit Agreement” and, together with the Senior Credit Facility, the “Credit Agreements”), among Neff Holdings LLC, Neff LLC, Neff Rental LLC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

In connection with the terminations of the Credit Agreements discussed above, the Company and its subsidiaries repaid all of the outstanding obligations in respect of principal, interest and fees under the Credit Agreements.

Item 2.01Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.

Merger Agreement

Merger Consideration

to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), which was on the Closing Date, each share of ClassA common stock, par value $0.01 per share, of Neff (the “ClassA Common Stock”), including those shares issued in the Exchanges (as defined in the Merger Agreement) (other than ClassA Common Stock (i)held in treasury by Neff, (ii)owned directly or indirectly by URI or any of its subsidiaries or (iii)with respect to which appraisal rights under Delaware law were properly perfected and not withdrawn (clause (iii), the “Dissenting Shares”)) was cancelled and converted, in accordance with the Merger Agreement, into the right to receive an amount of cash equal to $25.00 (the “Merger Consideration”).

Treatment of Company Equity Awards

In addition, at the Effective Time, each outstanding option to purchase a share of ClassA Common Stock (the “Company Stock Options”), was cancelled and ceased to be outstanding and the holder of such Company Stock Option became entitled to receive (i)in the case of each unvested Company Stock Option, a substitute stock option on the same terms to purchase United Rentals,Inc. common stock and (ii)in the case of each vested Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of

(a)the Merger Consideration, minus the per share exercise price for the ClassA Common Stock issuable under such Company Stock Option (or portion thereof), multiplied by (b)the number of shares of ClassA Common Stock subject to such Company Stock Option (or portion thereof) as of the Effective Time.

At the Effective Time, each restricted stock unit award in respect of shares of ClassA Common Stock that was outstanding as of the Effective Time granted by Neff, whether vested or unvested (each, a “Company Restricted Stock Unit Award” and, together with Company Stock Options, the “Company Equity Awards”) was cancelled and ceased to be outstanding and the holder of such Company Restricted Stock Unit Award became entitled to receive: (i)in the case of each unvested Company Restricted Stock Unit Award, time-vesting restricted stock units of United Rentals,Inc. common stock equal to the product of (x)the number of shares of ClassA Common Stock with respect to which such Company Restricted Stock Unit Award was unvested as of immediately prior to the Effective Time and (y)the Exchange Ratio (as defined in the Merger Agreement); and (ii)in the case of each vested Company Restricted Stock Unit Award, an amount of cash (less applicable tax withholdings) within ten days after the Closing Date equal to the product of (a)the Merger Consideration, multiplied by (b)the number of shares of ClassA Common Stock with respect to which such Company Restricted Stock Unit Award was so vested as of immediately prior to the Effective Time.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of the Merger Agreement is incorporated by reference herein and is attached as Exhibit2.1 to Neff’s Current Report on Form8-K filed with the SEC on August17, 2017.

On August16, 2017, the Board of Directors of Neff approved and adopted an amendment to the Neff Corporation 2014 Incentive Award Plan (the “2014 Plan Amendment”) providing additional protections in the event of termination “without cause” or resignation for “good reason” as defined in the 2014 Plan Amendment. The 2014 Plan Amendment became effective immediately prior to the consummation of the Merger.

The foregoing description of the 2014 Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the 2014 Plan Amendment, which is incorporated by reference herein and is attached as Exhibit10.3 to Neff’s Current Report on Form8-K filed with the SEC on August17, 2017.

Item 2.01Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.

On the Closing Date, Neff notified the New York Stock Exchange (“NYSE”) that the Merger had been completed, requested that trading in the ClassA Common Stock be suspended, and requested that NYSE file a delisting application of Form25 with the SEC to report the delisting of the ClassA Common Stock from NYSE and to deregister the ClassA Common Stock under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ClassA Common Stock ceased to trade on NYSE before the market opened on the Closing Date. By operation of law, the delisting will be effective 10 days following the filing of the Form25.

Neff intends to file with the SEC a certification and notice of termination on Form15 requesting the suspension of its reporting obligations under Section15(d)of the Exchange Act.

Item 2.01Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.

to the terms of the Merger Agreement, at the Effective Time, all issued and outstanding shares of ClassA Common Stock, including those shares issued in the Exchanges (other than ClassA Common Stock (i)held in treasury by Neff, (ii)owned directly or indirectly by URI or any of its subsidiaries or (iii)Dissenting

Shares) were automatically cancelled and converted into the right to receive the Merger Consideration and, accordingly, the holders of such ClassA Common Stock ceased to have any rights in Neff as stockholders, other than the right to receive the Merger Consideration, or with respect to stockholders holding Dissenting Shares, appraisal rights.

Item 2.01Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.

As a result of the Merger, a change in control of Neff occurred, and Neff became a wholly owned subsidiary of URI.

Item 2.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.

Upon consummation of the Merger, in accordance with the terms of the Merger Agreement, all of the directors of Neff ceased to be directors, and all of the directors of Merger Sub immediately prior to the Effective Time became the directors of Neff effective as of, and immediately following, the Effective Time. No director was terminated or resigned because of any disagreement with Neff on any matter relating to its operations, policies or practices. In connection with the consummation of the Merger, all of the officers of Neff voluntarily resigned, and the officers of Merger Sub immediately prior to the Effective Time were appointed as the officers of Neff effective as of, and immediately following the Effective Time.

Item 2.01. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.

Item 2.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of August16, 2017, by and among United Rentals (North America),Inc., UR Merger Sub III Corporation and Neff Corporation (which is incorporated by reference to Exhibit2.1 to Neff’s Current Report on Form8-K filed with the SEC on August17, 2017).*

3.1

Second Amended and Restated Certificate of Incorporation of Neff Corporation.

3.2

Second Amended and Restated Bylaws of Neff Corporation.

10.1

First Amendment to Neff Corporation 2014 Incentive Award Plan (which is incorporated by reference to Exhibit10.3 to Neff’s Current Report on Form8-K filed with the SEC on August17, 2017).

*Schedules and exhibits have been omitted to Item 601(b)(2)of Regulation S-K. Neff agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request, subject to Neff’s right to request confidential treatment of any requested schedule or exhibit.


Neff Corp Exhibit
EX-3.1 2 a17-22742_1ex3d1.htm EX-3.1 Exhibit 3.1   SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION   ARTICLE I NAME   The name of the corporation is “Neff Corporation” (the “Corporation”).   ARTICLE II DURATION   The Corporation shall have a perpetual existence.  This document shall become effective when filed by the Secretary of State of the State of Delaware.   ARTICLE III PURPOSE   The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).   ARTICLE IV COMMON STOCK   The total number of shares of common stock that the Corporation shall have authority to issue is 100.  All shares shall be common stock without par value and are to be of one class.   ARTICLE V ACTION BY WRITTEN CONSENT   Any action required to,…
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About Neff Corporation (NYSE:NEFF)

Neff Corporation is an equipment rental company. The Company offers various equipment rental solutions for its customer base, including non-residential construction, oil and gas, and residential construction customers. The Company’s fleet of equipment includes earthmoving, material handling, aerial and other rental equipment. The Company’s operations are focused on the Sunbelt states of Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Tennessee, Louisiana, Texas, Arizona, Nevada and California. The Company’s operations are engaged in rental fleet, equipment sales, and parts and service in approximately five regions in the United States, including Florida, Atlantic, Central, Southeastern and Western. The Company operates over 65 branches. Its rental fleet consisted of over 14,000 major units of equipment. Its earthmoving equipment include excavators, backhoes, loaders, bulldozers, mini-excavators, trenchers, sweepers and tractors, track loaders and skid steers.