Filed by United Rentals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Neff Corp.
Commission File No. 001-14145
[UNITED RENTALS LOGO]
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FOR IMMEDIATE RELEASE
UNITED RENTALS SUBMITS PROPOSAL TO ACQUIRE NEFF
INVESTOR GROUP TO PURCHASE $90 MILLION OF UNITED RENTALS PREFERRED
STOCK CONVERTIBLE AT $22 PER SHARE AT CLOSING
GREENWICH, CT, JANUARY 2, 2001 - United Rentals, Inc. (NYSE: URI)
today announced that it submitted a non-binding proposal to the Neff Corp.
(NYSE: NFF) Special Committee to acquire approximately 72% of the equity
interest in Neff and in excess of 80% of the voting rights in Neff. Based
on the closing price of United Rentals common stock on December 29, 2000,
the value of the transaction would be approximately $314 million,
consisting of approximately $37 million in United Rentals common and
preferred stock issued to the public and to Jorge Mas and members of his
family (the "Mas Family"), and $277 million in debt.
The proposed transaction is supported by GE Capital Corporation ("GE
Capital"), the Mas Family, and Santos Fund I, L.P. ("Santos"), all of whom
are principal stockholders of Neff.
If the proposed transaction is completed, GE Capital and other
investors would purchase $90 million of newly issued United Rentals Series
C Perpetual Convertible Preferred Stock ("Series C Preferred Stock"). Each
share of Series C Preferred Stock, liquidation preference $1,000 per share,
would be convertible into shares of United Rentals common stock at $22.00
per share.
Under the terms of the proposed transaction, each of the
approximately 6.6 million shares of Neff Class A common stock currently
owned by public stockholders would be exchanged for 0.18 shares of newly
issued United Rentals common stock. The approximately 8.6 million shares of
Neff Class A common stock currently owned by the Mas Family would be
exchanged for shares of Series C Preferred Stock with an aggregate
liquidation preference equal to the value of approximately 1,548,000 shares
(the exchange ratio of 0.18 times 8.6 million) of United Rentals common
stock. GE Capital and Santos would retain their existing 6 million shares
of Neff common stock, subject to the right of GE Capital and Santos to sell
all or a portion of these shares to United Rentals for $96 million in 2010,
and the right of United Rentals to buy all of these shares for not less
than $96 million commencing in 2002. These periods may be accelerated under
certain conditions.
In addition, under the proposed transaction, United Rentals would
offer to exchange newly issued 10.25% Senior Subordinated Notes due 2008
(the "New Notes") for Neff's 10.25% Senior Subordinated Notes due 2008 (the
"Old Notes"). The exchange offer would be at an exchange ratio of $750
principal amount of New Notes (which, based on current market rates, would
represent a value of approximately $600) for each $1,000 principal amount
of Old Notes.
The proposed transaction is contingent upon the approval of the Neff
Special Committee, the Boards of Directors of United Rentals and Neff,
United Rentals' senior lenders, Neff stockholders, and appropriate
regulatory agencies. The proposed transaction is also contingent on
completion of satisfactory due diligence, the signing of a definitive
merger agreement and the satisfaction of its terms and conditions,
confirmation prior to the signing of a definitive merger agreement that the
proposed transaction would not negatively change United Rentals' current
credit ratings, and acceptance of United Rentals' exchange offer by holders
of at least 95% of the Old Notes. There can be no assurance that these
conditions will be met or that this transaction will take place.
The United Rentals Series C Preferred Stock and New Notes that would
be issued in the proposed transaction have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of the securities referred to herein in any state in which such offer,
solicitation or sale would be unlawful.
United Rentals, Inc. (the "Company") is the largest equipment rental
company in North America, with an integrated network of more than 740
locations in 47 states, seven Canadian provinces and Mexico. The Company's
15,000 employees serve over 1.2 million customers including construction
and industrial companies, manufacturers, utilities, municipalities,
homeowners and others. The Company offers for rent over 600 different types
of equipment with a total original cost of approximately $3.4 billion.
Additional information about United Rentals is available at the Company's
website at www.unitedrentals.com. Neff Corp. is the seventh largest
equipment rental company in North America, with 84 locations in 17 states
and annual revenues of approximately $260 million.
Additional Information and Where to Find It:
In the event a definitive merger agreement is entered into in
connection with the proposed transaction, United Rentals expects to file a
registration statement on Form S-4, and Neff expects to file a proxy
statement, with the Securities and Exchange Commission ("SEC"). It is
anticipated that United Rentals and Neff would mail a joint proxy
statement/prospectus to stockholders of Neff containing additional
information about the proposed transaction. Investors and security holders
are urged to read the registration statement and joint proxy
statement/prospectus carefully if and when they become available. These
documents will contain important information about the proposed transaction
and the interests of United Rentals, Neff, GE Capital, Santos and the Mas
Family in the proposed transaction.
Investors will be able to obtain free copies of these documents, if
and when available, as well as each company's other SEC filings, through
the website maintained by the SEC at http://www.sec.gov. Free copies of the
joint proxy statement/prospectus, if and when available, and each company's
other SEC filings would also be obtainable from the respective companies.
Free copies of United Rentals' SEC filings may be obtained by visiting
United Rentals' website at www.unitedrentals.com or by contacting United
Rentals at Five Greenwich Office Park, Greenwich CT 06830, or by calling
203-622-3131, attention: Investor Relations. Investors and security holders
may also read and copy any reports, statements or other information filed
by United Rentals or Neff at the SEC public reference rooms located at 450
Fifth Street, N.W., Washington, DC 20549, or at any of the other SEC public
reference rooms in New York City, NY or Chicago, IL. Please call the SEC at
1-800-SEC-0330 for further information regarding the public reference
rooms.
Certain statements contained in this press release are
forward-looking in nature. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "projects,"
"may," "will," "should," "on track" or "anticipate" or the negative thereof
or comparable terminology, or by discussions of strategy. The Company's
business and operations are subject to a variety of risks and uncertainties
and, consequently, actual results may materially differ from those
projected by any forward-looking statements. Factors that could cause
actual results to differ from those projected include, but are not limited
to, the following: (1) unfavorable industry conditions could lead to a
decrease in demand for the Company's equipment and to a decline in prices
and rental rates, (2) governmental funding for highway and other
construction projects may not reach expected levels, (3) the Company cannot
be certain that it will have access to the additional capital that it may
require or that its cost of capital will not increase, (4) acquisitions may
become more expensive, may have undisclosed liabilities and may be more
difficult to integrate, and (5) the Company is highly dependent on the
services of its senior management. These risks and uncertainties, as well
as others, are discussed in greater detail in the Company's filings with
the Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. The
Company makes no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances after the date any
such statement is made.
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Investor contact: Media contact:
Robert Miner Brandy Bergman
United Rentals, Inc. Citigate Sard
Verbinnen (203) 622-3131 (212) 687-8080
[email protected] [email protected]
