Neff Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-10-02: Form 8-K; Period of report 2017-10-02; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2017-09-25: Form 8-K; Period of report 2017-09-25; Description 8.01 Other Events; Details 8.01.
- 2017-08-31: Form 8-K; Period of report 2017-08-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-08-17: Form 8-K; Period of report 2017-08-16; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-10-02 | 8-K | 2017-10-02 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On October 2, 2017, certain subsidiaries of the Company terminated that certain senior credit facility (the “Senior Credit Facility”) evidenced by that certain Second Amended and Restated Senior Secured Credit Agreement, dated as of February 25, 2016 (the “Existing Credit Agreement”), among Neff LLC, Neff Holdings LLC, each of the other Credit Parties (as defined therein), the lenders and Bank of America, N.A., as administrative agent. 2.01 The information set forth in the Introductory Note and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. | a17-22742_18k.htm |
| 2017-09-25 | 8-K | 2017-09-25 | 8.01 Other Events | 8.01 On September 25, 2017, Neff Corporation (the “Company”) issued a joint press release with United Rentals, Inc. announcing that, on September 21, 2017, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the proposed merger of UR Merger Sub III Corporation (the “Merger Sub”) with and into the Company (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of August 16, 2017 (the “Merger Agreement”), by and among the Company, United Rentals (North America), Inc., and the Merger Sub. | a17-22456_18k.htm |
| 2017-08-31 | 8-K | 2017-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On August 31, 2017, Joseph Deignan gave notice of his resignation as a member of the Board of Directors of Neff Corporation (the “Company”), effective immediately. | a17-21235_18k.htm |
| 2017-08-17 | 8-K | 2017-08-16 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On August 16, 2017, the Company terminated the H&E Merger Agreement pursuant to a notice of termination. 5.07 On August 16, 2017, the Key Holders, which hold 14,951,625 shares of Class B Common Stock representing approximately 62.7% of the outstanding Neff Common Stock at such time, executed the Written Consent adopting the Merger Agreement and approving the Merger. 8.01 On August 16, 2017, Neff and United Rentals, Inc. issued a joint press release regarding their entry into the Merger Agreement. | a17-20319_18k.htm |
| 2017-08-14 | 8-K | 2017-08-14 | 8.01 Other Events | 8.01 On August 14, 2017, Neff Corporation (“Neff” or the “Company”) issued a press release announcing that its Board of Directors has determined that an acquisition proposal received from a strategic bidder to acquire all of the outstanding shares of Neff for $25.00 per share in cash constitutes a “Superior Proposal” as defined in Neff’s previously announced agreement and plan of merger (the “Existing Merger Agreement”) with H&E Equipment Services, Inc., dated as of July 14, 2017. | a17-20138_18k.htm |
| 2017-08-02 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 2, 2017, Neff Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2017. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on August 3, 2017 at 10:00 a.m. | neff-2017x06x30x10qx8kex.htm |
| 2017-07-14 | 8-K | 2017-07-14 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On July 14, 2017, the Neff Board, having determined that it was in the best interests of the Company and its stockholders to amend the Amended and Restated By-Laws of the Company (the “Bylaws”), by resolution authorized, approved and adopted an amendment to the Bylaws that became effective on July 14, 2017 (the “Bylaw Amendment”). 5.07 On July 14, 2017, the Key Holders, holders of 14,951,625 shares of Class B Common Stock representing approximately 62.7% of the outstanding Neff Common Stock at such time, executed the Written Consent adopting the Merger Agreement and approving the Merger. 8.01 On July 14, 2017, Neff and H&E issued a joint press release regarding its entry into the Merger Agreement. | a17-17963_18k.htm |
| 2017-05-17 | 8-K | 2017-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 16, 2017, Neff Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | a17-13440_18k.htm |
| 2017-04-25 | 8-K | 2017-04-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 25, 2017, Neff Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2017. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on April 26, 2017 at 10:00 a.m. | neff-2017x03x31x10qx8k.htm |
| 2017-03-03 | 8-K | 2017-03-02 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on March 3, 2017 at 11:00 a.m. | neff-2016x3x8x17x8k.htm |
| 2016-10-25 | 8-K | 2016-10-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 25, 2016, Neff Corporation (the “Company”) announced its financial results for the quarter ended September 30, 2016. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on October 26, 2016 at 10:00 a.m. | neff-2016x09x30x10qx8k.htm |
| 2016-07-28 | 8-K | 2016-07-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 27, 2016, Neff Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2016. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on July 28, 2016 at 10:00 a.m. | neff-2016x06x30x10qx8k.htm |
| 2016-05-16 | 8-K | 2016-05-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 13, 2016, Neff Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | a16-11423_18k.htm |
| 2016-04-27 | 8-K | 2016-04-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 27, 2016, Neff Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2016. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on April 28, 2016 at 10:00 a.m. | neff-2016x03x31x10qx8k.htm |
| 2016-03-07 | 8-K | 2016-03-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 7, 2016, Neff Corporation (the “Company”) announced its financial results for the quarter and year ended December 31, 2015. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on March 8, 2016 at 10:00 a.m. | neff-2016x3x11x15x8k.htm |
| 2016-03-01 | 8-K | 2016-02-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | a16-5510_18k.htm | |
| 2015-11-12 | 8-K | 2015-11-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On November 11, 2015, Neff Corporation (the “Company”) announced its financial results for the quarter and nine months ended September 30, 2015. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on November 12, 2015 at 10:00 a.m. 8.01 On November 10, 2015, the Company’s board of directors authorized a share repurchase program pursuant to which the Company may purchase shares of its Class A common stock. | neff-2015x09x30x10qx8k.htm |
| 2015-10-20 | 8-K | 2015-10-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 16, 2015, the Nominating and Corporate Governance Committee and the Board of Directors (the "Board") of Neff Corporation (the "Company") in a joint meeting expanded the size of the Board from five to six members and appointed Mr. Michael Sileck to the Board of the Company effective immediately. | neff-2015x10x20x8k.htm |
| 2015-08-03 | 8-K | 2015-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2015, Neff Corporation (the “Company”) announced its financial results for the quarter ended June 30, 2015. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on August 4, 2015 at 10:00 a.m. | neff-2015x8x3x15x8k.htm |
| 2015-06-04 | 8-K | 2015-06-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-13545_18k.htm |
| 2015-05-28 | 8-K | 2015-05-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 27, 2015, Neff Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | a15-12990_18k.htm |
| 2015-05-06 | 8-K | 2015-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 6, 2015, Neff Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2015. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on May 7, 2015 at 10:00 a.m. | neff-2015x5x6x15x8k.htm |
| 2015-03-20 | 8-K | 2015-03-20 | 8.01 Other Events | 8.01 Neff Corporation (the “Company”) will hold its annual meeting of stockholders (the “2015 Annual Meeting”) on May 27, 2015 at 2:00 p.m. | a15-7092_18k.htm |
| 2015-03-12 | 8-K | 2015-03-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 11, 2015, Neff Corporation (the “Company”) announced its financial results for the quarter and year ended December 31, 2014. 7.01 In connection with the issuance of the press release, the Company is holding a public conference call on March 12, 2015 at 10:00 a.m. | neff-2015x3x11x15x8k.htm |
| 2015-02-05 | 8-K | 2015-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (c) Effective February 3, 2015, Mr. Westley Parks, age 52, was promoted to the position of Chief Operating Officer of Neff Corporation (the “Company”). | a15-3591_18k.htm |
| 2014-12-31 | 8-K | 2014-12-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 29, 2014, the Board of Managers of Neff Holdings LLC, a wholly-owned subsidiary of Neff Corporation (the “Company”), approved the Second Amendment to the Sale Transaction Bonus Plan (the “Second Amendment”), which amends Neff Holdings LLC’s Amended and Restated Sale Transaction Bonus Plan (as amended by the Second Amendment, the “Transaction Bonus Plan”) previously filed as Exhibit 10.13 to the Company’s registration statement (the “Registration Statement”) on Form S-1 (File No. 333-198559). | a14-26909_18k.htm |
| 2014-12-02 | 8-K | 2014-11-26 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 Simultaneously with the consummation of the IPO, the Company converted the Wayzata Funds’ equity interests in the Company into 14,951,625 shares of Class B common stock (the “Class B Common Stock”). 5.03 On November 26, 2014, immediately prior to the closing of the IPO, the Company amended and restated its certificate of incorporation (as amended and restated, the “Certificate of Incorporation”), which was filed with the Secretary of State of the State of Delaware on November 26, 2014. | a14-25263_18k.htm |