0001104659-17-060684.txt : 20171003 0001104659-17-060684.hdr.sgml : 20171003 20171003184522 ACCESSION NUMBER: 0001104659-17-060684 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171002 FILED AS OF DATE: 20171003 DATE AS OF CHANGE: 20171003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SINGER ROBERT C CENTRAL INDEX KEY: 0001229712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36752 FILM NUMBER: 171119846 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neff Corp CENTRAL INDEX KEY: 0001617667 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3750 N.W. 87TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: (305) 513-3350 MAIL ADDRESS: STREET 1: 3750 N.W. 87TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 4 1 a4.xml 4 X0306 4 2017-10-02 1 0001617667 Neff Corp NEFF 0001229712 SINGER ROBERT C 3750 N.W. 87TH AVENUE, SUITE 400 MIAMI FL 33178 1 0 0 0 Class A Common Stock 2017-10-02 4 M 0 10493 A 32508 D Class A Common Stock 2017-10-02 4 D 0 32508 25.00 D 0 D Neff Holdings LLC Unit Option (right to buy) 6.66 2017-10-02 4 M 0 14303 D 2020-11-11 Units 14303 0 D Neff Holdings LLC Units 2017-10-02 4 M 0 14303 A Class A Common Stock 14303 14303 D Neff Holdings LLC Units 2017-10-02 4 F 0 3810 D Class A Common Stock 3810 10493 D Neff Holdings LLC Units 2017-10-02 4 M 0 10493 D Class A Common Stock 10493 0 D On October 2, 2017, pursuant to an Exchange Agreement (the "Exchange Agreement") by and among Neff Corporation (the "Issuer"), Neff Holdings LLC ("Holdings"), the holders of options ("LLC Optionsholders") to purchase common units of Holdings ("Neff Holdings LLC Units"), and Mark Irion, in his capacity as management representative, immediately prior to the Effective Time (as defined in the URI Merger Agreement, as defined below), all Neff Holdings LLC Units owned by the LLC Optionsholders, after giving effect to the exercise of the options to purchase Neff Holdings LLC Units held by the LLC Optionsholders (the "LLC Options Exercises"), were redeemed for shares of the Issuer's Class A Common Stock. In addition, pursuant to the Exchange Agreement, the number of Neff Holdings LLC Units the LLC Optionsholders received in the LLC Options Exercises was reduced by the number of Neff Holdings LLC Units having a value (equal to the Merger Consideration, as defined in the URI Merger Agreement) equal to the sum of the aggregate exercise price of the options to purchase Neff Holdings LLC Units being exercised by such LLC Optionsholder plus the minimum tax withholding required in connection with the exercise of the options to purchase Neff Holdings LLC Units held by such LLC Optionsholder (with such Neff Holdings LLC Units so withheld to pay such exercise price and tax withholding to be treated as if they were provided to the applicable LLC Optionsholder). The options to purchase Neff Holdings LLC Units were currently exercisable. On October 2, 2017, pursuant to the Plan of Merger (the "URI Merger Agreement"), by and among the Issuer, United Rentals (North America), Inc. ("Parent"), and UR Merger Sub III Corporation ("Merger Sub"), Merger Sub was merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Parent, with each share of the Issuer's Class A Common Stock that was issued and outstanding prior to the Effective Time (as defined in the URI Merger Agreement) being cancelled and automatically converted into the right to receive $25.00 in cash, on the terms and subject to the conditions of the URI Merger Agreement. The acquisitions and dispositions reported in this Form 4 were approved by the Board of Directors of Neff Corporation in advance of such acquisitions and dispositions. Name: /s/ Mark Irion, by power of attorney 2017-10-03