United Rentals Beats Out H&E to Acquire Neff



After terminating its acquisition by H&E Equipment Services, Neff Corporation entered into a definitive agreement to be acquired by United Rentals for approximately $1.3 billion.

In the announcement of the terminated acquisition of Neff by H&E, a superior acquisition proposal was noted as the reason for the cancelled agreement. United Rentals provided the offer that beat out H&E, as it will acquire Neff for $25 per share in cash, as opposed to the $21.07 per share price that H&E had offered. In connection with the termination, United Rentals has paid H&E a termination fee of approximately $13.2 million on behalf of Neff.

The new transaction is expected to be immediately accretive to cash EPS and free cash flow.

Neff is one of the 10 largest U.S. equipment rental companies, with a presence in 14 states and a concentration in southern geographies. Based in Miami, Neff offers earthmoving, material handling, aerial and other equipment rental solutions to its more than 15,500 construction and industrial customers.

For the full year 2017, Neff is expected to generate $207 million of adjusted EBITDA at a 49.5% margin on $419 million of total revenue. As of June 30, 2017, Neff had approximately $867 million of fleet based on original equipment cost.

The boards of directors of United Rentals and Neff unanimously approved the agreement. Private investment funds managed by Wayzata Investment Partners, which hold approximately 62.7% of the outstanding common shares of Neff, have executed a written consent to approve the transaction, thereby providing the required stockholder approval. The transaction is expected to close Q4/17, subject to Hart-Scott-Rodino clearance and customary conditions.


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