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UNITED RENTALS
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UNITED RENTALS INC /DE : Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits (form 8-K)

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10/02/2017 | 03:02pm CEST
Item 2.01.                     Completion of Acquisition or Disposition of
Assets.


As previously reported, on August 16, 2017, United Rentals (North America), Inc. ("URNA"), a Delaware corporation and wholly owned subsidiary of United Rentals, Inc. ("URI"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Neff Corporation, a Delaware corporation ("Neff") and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of URNA ("Merger Sub"). On October 2, 2017, pursuant to the Merger Agreement, Merger Sub was merged with and into Neff (the "Merger"), with Neff as the surviving corporation in the Merger and becoming a wholly owned subsidiary of URNA. Following the Merger, URNA intends to take steps to merge Neff and its subsidiaries into URNA, with URNA continuing as the surviving corporation of these mergers.



Merger Consideration



As a result of the Merger, at the effective time of the Merger (the "Effective Time"), each share of Class A common stock, par value $0.01 per share, of Neff (the "Class A Common Stock"), including those shares issued in exchange for all of the Common Units (the "LLC Units") in Neff Holdings LLC ("Holdings") held by Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. and for all of the LLC Units held by the holders of options to purchase LLC Units granted by Holdings (other than Class A Common Stock held in treasury by Neff, owned directly or indirectly by URNA or any of its subsidiaries or with respect to which appraisal rights under Delaware law are properly perfected and not withdrawn) was cancelled and converted into the right to receive an amount of cash equal to $25.00 in accordance with the Merger Agreement.

Treatment of Company Equity Awards

At the Effective Time, each outstanding option to purchase shares of Class A Common Stock (the "Company Stock Options") was cancelled and ceased to be outstanding and the holder of such Company Stock Option was entitled to receive (i) in the case of each unvested Company Stock Option, a substitute stock option on the same terms to purchase URI 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 Class A Common Stock issuable under such Company Stock Option (or portion thereof), multiplied by (b) the number of shares of Class A 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 Class A Common Stock that was outstanding as of the Effective Time granted by Neff, whether vested or unvested (each, a "Company Restricted Stock Unit Award") was cancelled and ceased to be outstanding and the holder of such Company Restricted Stock Unit Award was entitled to receive: (i) in the case of each unvested Company Restricted Stock Unit Award, time-vesting restricted stock units of URI common stock equal to the product of (x) the number of shares of Class A 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 Class A 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 description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to URI and URNA's Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on August 17, 2017 and incorporated herein by reference.

Item 8.01.                     Other Events.


On October 2, 2017, URI issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01.                     Financial Statements and Exhibits.


2.1 Agreement and Plan of Merger, dated as of August 16, 2017, by and among United Rentals (North America), Inc., UR Merger Sub III Corporation and Neff Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on August 17, 2017).


99.1     Press Release issued by United Rentals, Inc., dated October 2, 2017.



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© Edgar Online, source Glimpses

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