0001104659-15-010802.txt : 20150218 0001104659-15-010802.hdr.sgml : 20150216 20150217070040 ACCESSION NUMBER: 0001104659-15-010802 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: PATRICK J. HALLORAN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88424 FILM NUMBER: 15617794 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wayzata Investment Partners LLC CENTRAL INDEX KEY: 0001389839 IRS NUMBER: 201067666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 701 EAST LAKE STREET, SUITE 300 CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 9523450716 MAIL ADDRESS: STREET 1: 701 EAST LAKE STREET, SUITE 300 CITY: WAYZATA STATE: MN ZIP: 55391 SC 13G 1 a15-4174_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )

 

NEFF CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

640094207

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 640094207

Schedule 13G

 

 

 

1

Names of Reporting Persons
Wayzata Investment Partners LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
14,951,625*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
14,951,625*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,951,625*

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
58.8%

 

 

12

Type of Reporting Person
OO

 


* Represents 14,951,625 common units of Neff Holdings LLC (the “Units”), which are redeemable for an equal number of shares Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares.

 

1



 

CUSIP No. 640094207

Schedule 13G

 

 

 

1

Names of Reporting Persons
Patrick J. Halloran

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
14,951,625*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
14,951,625*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
14,951,625*

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
58.8%

 

 

12

Type of Reporting Person
IN

 


* Represents 14,951,625 common units of Neff Holdings LLC (the “Units”), which are redeemable for an equal number of shares Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares.

 

2



 

CUSIP No. 640094207

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:
Neff Corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
3750 N.W. 87
th Avenue, Suite 400

Miami, FL 33178

 

Item 2.

 

(a)

Name of Person Filing:
This statement is filed by:

 

(i)   Wayzata Investment Partners LLC, (the “Investment Manager”); and

 

(ii)  Patrick J. Halloran, an individual (“Mr. Halloran”).

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

(b)

Address or Principal Business Office:
The business address of each of the Reporting Persons is 701 East Lake Street, Suite 300, Wayzata MN 55391.

 

(c)

Citizenship of each Reporting Person is:
The Investment Manager is a limited liability company organized under the laws of the State of Delaware. Mr. Halloran is a United States citizen.

 

(d)

Title of Class of Securities:
Class A Common Stock, $0.01 par value per share (“Common Stock”)

 

(e)

CUSIP Number:
640094207

 

Item 3.

 

 

Not applicable.

 

3



 

CUSIP No. 640094207

Schedule 13G

 

 

Item 4.

Ownership

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2014, based upon 10,476,190 shares of the Issuer’s Common Stock outstanding as of November 20, 2014.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition

of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Wayzata Investment Partners LLC

 

14,951,625

(1)

58.8

%

0

 

14,951,625

(1)

0

 

14,951,625

(1)

Patrick J. Halloran

 

14,951,625

(1)

58.8

%

0

 

14,951,625

(1)

0

 

14,951,625

(1)

 


(1)   Represents 14,951,625 common units of Neff Holdings LLC (the “Units”), which are redeemable for an equal number of shares Common Stock or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares.

 

The Investment Manager serves as investment adviser to Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. (collectively, the “Wayzata Funds”), the record holders of the securities reported herein. The Investment Manager has the power to direct the voting and disposition of the securities reported herein. Patrick J. Halloran serves as the manager of the Investment Manager and controls MAP Holdings LLC, which is the majority member of the Investment Manager.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

4



 

Item 10.

Certification

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  February 17, 2015

 

 

 

 

 

 

WAYZATA INVESTMENT PARTNERS LLC

 

 

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Manager

 

 

 

 

PATRICK J. HALLORAN

 

 

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

5



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

6


EX-99 2 a15-4174_1ex99.htm EX-99

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Neff Corporation.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 17th day of February, 2015.

 

 

WAYZATA INVESTMENT PARTNERS LLC

 

 

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran

 

Title:

Manager

 

 

 

 

PATRICK J. HALLORAN

 

 

 

 

 

 

 

By:

/s/ Patrick J. Halloran

 

Name:

Patrick J. Halloran