Odyssey Investment Partners to Acquire Neff Corp.
Thursday April 7, 8:34 am ET
Neff Stockholders Expected to Receive Between $8.19 and $8.27 Per Share in Cash
MIAMI & NEW YORK--(BUSINESS WIRE)--April 7, 2005--Neff Corp. (OTC: NFFCA - News; "Neff"), a leading construction and industrial equipment rental company, and Odyssey Investment Partners, LLC ("Odyssey") today announced the signing of a definitive agreement under which an affiliate of Odyssey will acquire Neff in a transaction valued at $510 million, including the refinancing of Neff's debt. Management will retain a significant stake in the Company.
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Neff operates 66 branches primarily located in the Southeast and Western regions of the United States. The Company serves more than 20,000 customers - primarily mid-sized, regional and local construction firms, municipalities, utilities and industrial users - with a rental fleet of more than 10,500 major pieces of equipment. Neff generated revenue of approximately $250 million in 2004.
Under terms of the agreement, which has been unanimously approved by the Neff Board of Directors, Odyssey will acquire the equity of Neff for $240.5 million, less expenses incurred in connection with the transaction. As a result, it is currently expected that Neff stockholders will receive between $8.19 and $8.27 per share in cash for each share they own. The actual price per share will depend on the costs of the transaction and will be determined prior to completion of the transaction. In addition to Odyssey's equity investment, the transaction is expected to be funded with the net proceeds of certain newly issued debt securities and other borrowings. The financing for this transaction is subject to various conditions.
Following completion of the transaction, Neff will continue to be headquartered in Miami and will operate as a private company under the ongoing leadership of Juan Carlos Mas, President and Chief Executive Officer, and other members of Neff management.
Mr. Mas said: "This transaction with Odyssey delivers immediate value to our stockholders and positions Neff for continued success in its markets. We believe that Odyssey's experience with equipment management businesses and its capital markets expertise will be valuable to us as we execute our growth strategy. We are very excited about the future prospects of our business."
Stephen Berger, Chairman of Odyssey, said: "The acquisition of Neff is an attractive opportunity to build on our experience in the equipment management sector. Neff is well positioned to capitalize on the cyclical rebound of the non-residential construction market and the trend of contractors renting rather than owning construction equipment. In particular, we are impressed by the Company's equipment focus, customer service and strong marketing and sales effort. We expect that Neff's favorable disbursement of productive locations throughout the Sunbelt, which features several positive demographic trends and strong construction activity, will drive continued top-line growth. We look forward to partnering with Neff's outstanding management team, under the leadership of J.C. Mas, to build the value of Neff for the benefit of our customers, employees and investors."
Neff is Odyssey's fourth platform in the equipment management sector. The firm's portfolio includes Williams Scotsman Inc., a leading lessor of mobile office and storage units, United Site Services, Inc., a leading provider of portable restroom services, and Dayton Superior Corporation, a leading renter of concrete forming and shoring equipment. All three companies share a similar customer base with Neff.
Completion of the transaction, which is expected to occur in the second quarter of 2005, is subject to approval by Neff stockholders, expiration of the waiting period under the Hart-Scott-Rodino Act, a fiduciary out and customary closing conditions. Neff expects to hold a special meeting of its stockholders to approve the acquisition by early May 2005. Holders of shares representing a majority of the voting power of Neff capital stock entitled to vote with respect to the transaction have agreed to vote in favor of the transaction; these voting agreements will terminate in the event that the transaction agreement is terminated. Copies of the acquisition agreement and financial information related to Neff are available upon request from Neff's financial advisor, Chanin Capital Partners (attention: Steve Sebastian, 310-445-4010 or Kevin Fagan, 212-758-2629). Copies of the proxy statement in connection with the special meeting of Neff's stockholders may also be obtained, when available, upon request from Chanin.
Credit Suisse First Boston LLC provided certain financial advisory services to Odyssey with respect to this transaction.
About Neff Corp.
Neff Corp. is one of the nation's largest construction and industrial equipment rental companies. The company's primary focus is in ground-engaging equipment and its fleet is comprised of the latest earth-moving equipment, compressors, generators and lifts from leading manufacturers. The company operates through its network of branches located in the Southeastern, Mid-Atlantic, Central and Western regions of the United States.
About Odyssey Investment Partners
Odyssey Investment Partners LLC, based in New York, is a leading middle-market private equity firm with more than $1.2 billion under management. In addition to United Site Services, Williams Scotsman and Dayton Superior, its current portfolio companies include Pro Mach, Inc., Aviation Technologies, Inc., Dresser, Inc. and US Unwired, Inc. For more information about Odyssey, please visit www.odysseyinvestment.com. |
