NEFF / Neff Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Neff 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36752 NEFF CORPORATION (Exact name of registrant as specified in its cha

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G/A with respect to the common stock beneficially owned by each of them of Neff Corporation.

NEFF / Neff Corp. / Wayzata Investment Partners LLC - SCHEDULE 13G/A - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 p17-0178sch13ga.htm SCHEDULE 13G/A - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing) NEFF CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) October 2, 2017 (Date of Event Which Requires Filing of this Sta

Neff S-8 POS

As filed with the Securities and Exchange Commission on October 2, 2017 Registration No.

Neff POS AM

As filed with the Securities and Exchange Commission on October 2, 2017 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 a17-2274218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 2, 2017 Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorporat

Second Amended and Restated Certificate of Incorporation of Neff Corporation.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION ARTICLE I NAME The name of the corporation is ?Neff Corporation? (the ?Corporation?). ARTICLE II DURATION The Corporation shall have a perpetual existence. This document shall become effective when filed by the Secretary of State of the State of Delaware. ARTICLE III PURPOSE The purpose of the Corporation is t

Second Amended and Restated Bylaws of Neff Corporation.

Exhibit 3.2 BY-LAWS OF UR MERGER SUB III CORPORATION ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be designated by the Board of Dire

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 13, 2017, pursuant to the provisions of Rule 12d2-2 (a).

United Rentals and Neff Corporation Announce Early Termination of Hart-Scott Rodino Waiting Period

Exhibit 99.1 United Rentals, Inc. 100 First Stamford Place Suite 700 Stamford, CT 06902 Telephone: 203 622 3131 Fax: 203 622 6080 www.unitedrentals.com United Rentals and Neff Corporation Announce Early Termination of Hart-Scott Rodino Waiting Period STAMFORD, Conn. and MIAMI ? September 25, 2017 ? United Rentals, Inc. (NYSE: URI) (?United Rentals? or ?the company?) and Neff Corporation (NYSE: NEF

Financial Statements and Exhibits, Other Events

8-K 1 a17-2245618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 25, 2017 Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorpo

Neff DEFM14C

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a17-2123518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 31, 2017 Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorporat

Neff PREM14C

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EXCHANGE AND TERMINATION AGREEMENT

Exhibit 10.1 EXCHANGE AND TERMINATION AGREEMENT This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”), Wayzata Opportunities Fund

United Rentals to Acquire Neff Corporation $1.3 billion transaction will expand the company’s presence in key markets with complementary locations, fleet and customer mix Expected to be immediately accretive with substantial synergies

Exhibit 99.2 United Rentals, Inc. 100 First Stamford Place Suite 700 Stamford, CT 06902 Telephone: 203 622 3131 Fax: 203 622 6080 www.unitedrentals.com United Rentals to Acquire Neff Corporation $1.3 billion transaction will expand the company?s presence in key markets with complementary locations, fleet and customer mix Expected to be immediately accretive with substantial synergies STAMFORD, Con

First Amendment to Neff Corporation 2014 Incentive Award Plan (which is incorporated by reference to Exhibit 10.3 to Neff’s Current Report on Form 8-K filed with the SEC on August 17, 2017).

Exhibit 10.3 FIRST AMENDMENT TO THE NEFF CORPORATION 2014 INCENTIVE AWARD PLAN Pursuant to the authority reserved to it in Section 14.1 of the Neff Corporation 2014 Incentive Award Plan, adopted November 7, 2014 (the ?Plan?), the Board of Directors of Neff Corporation (the ?Board?) hereby amends the Plan as follows, effective immediately prior to the consummation of the transactions contemplated b

SUPPORT AGREEMENT

Exhibit 99.1 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?) is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among (a) United Rentals (North America), Inc., a Delaware corporation (?Parent?), and (b) (i) Wayzata Opportunities Fund II, L.P. (?Opportunities Fund?) and (ii) Wayzata Opportunities Fund Offshore I

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 (which is incorporated by reference to Exhibit 2.1 to Neff’s Current Report on Form 8-K filed with the SEC on August 17, 2017).*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among UNITED RENTALS (NORTH AMERICA), INC. NEFF CORPORATION, AND UR MERGER SUB III CORPORATION Dated as of August 16, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing 3 1.3 Effective Time 3 1.4 Effects of the Merger 3 1.5 Conversion of Capital Stock 3 1.6 Surviving Corporation Common Stock 4 1.7 Treatment of Company Equ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 17, 2017 (August 16, 2017)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 17, 2017 (August 16, 2017) Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorporation) (Com

EXCHANGE AND TERMINATION AGREEMENT

Exhibit 10.2 EXCHANGE AND TERMINATION AGREEMENT This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Neff Corporation (“Company”), Neff Holdings LLC (“Holdings”), the holders of LLC Optio

Neff 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2017 (August 14, 2017) Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorporation) (Com

Neff Corporation Announces Receipt of Superior Proposal

Exhibit 99.1 For Investors: Mark Irion, Chief Financial Officer Brian Coolidge, Director of Financial Reporting 305-513-3350 [email protected] For Media: Brian Shiver and Grace Altman FTI Consulting 212-850-5683 and 212-850-5602 [email protected] and [email protected] Neff Corporation Announces Receipt of Superior Proposal MIAMI, Florida ? August 14, 2017 ? N

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated August 9, 2017 in connection with their beneficial ownership of Neff Corp.-CL A, each of Columbia Small Cap Value Fund II and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G

Neff SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 Neff Corp.- CL A (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) July 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Neff DEFM14C

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NEFF / Neff Corp. 10-Q (Quarterly Report)

10-Q 1 neff-2017x06x30x10q.htm 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Neff 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2017 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commissio

Neff Corporation Announces Second Quarter 2017 Results

Exhibit Exhibit 99.1 Neff Corporation Announces Second Quarter 2017 Results MIAMI, Fla., August 2, 2017 - Neff Corporation (the “Company”) (NYSE: NEFF) today reported its financial results for the second quarter ended June 30, 2017 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, “The second quarter of 2017 was another very good quarter for Neff’s rental business as we genera

Neff PREM14C

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EXCHANGE AND TERMINATION AGREEMENT

Exhibit 10.2 EXCHANGE AND TERMINATION AGREEMENT This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation (“Company”), Neff Holdings LLC (“Holdings”), the holders of LLC Options (the “LLC Optionholders”) and Mark Irion (the “Management Representative”). The parties

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 14, 2017 (July 14, 2017) Neff Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-36752 37-1773826 (State or Other Jurisdiction of Incorporation) (Commiss

AMENDMENT TO AMENDED AND RESTATED BYLAWS OF NEFF CORPORATION July 14, 2017

Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF NEFF CORPORATION July 14, 2017 This First Amendment (this “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Neff Corporation, a Delaware corporation (the “Corporation”), adopted effective as of the date set forth above, hereby amends the Bylaws in the following respects: 1. A new Section 7.07 is added to the Bylaws immediately

FIRST AMENDMENT TO THE NEFF CORPORATION 2014 INCENTIVE AWARD PLAN

Exhibit 10.3 FIRST AMENDMENT TO THE NEFF CORPORATION 2014 INCENTIVE AWARD PLAN Pursuant to the authority reserved to it in Section 14.1 of the Neff Corporation 2014 Incentive Award Plan, adopted November 7, 2014 (the “Plan”), the Board of Directors of Neff Corporation (the “Board”) hereby amends the Plan as follows, effective immediately prior to the consummation of the transactions contemplated b

AGREEMENT AND PLAN OF MERGER by and among H&E EQUIPMENT SERVICES, INC. NEFF CORPORATION, YELLOW IRON MERGER CO. Dated as of July 14, 2017

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among H&E EQUIPMENT SERVICES, INC. NEFF CORPORATION, AND YELLOW IRON MERGER CO. Dated as of July 14, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 3 1.4 Effects of the Merger 3 1.5 Conversion of Capital Stock 3 1.6 Surviving Corporation Common Stock 4 1.7 Treatment of Company Equity Awards 4 1.8

EXCHANGE AND TERMINATION AGREEMENT

Exhibit 10.1 EXCHANGE AND TERMINATION AGREEMENT This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, th

SUPPORT AGREEMENT

Exhibit 99.1 SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is entered into as of July 14, 2017, by and among (a) H&E Equipment Services, Inc., a Delaware corporation (“Parent”), and (b)(i) Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”) and (ii) Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockhold

H&E Equipment Services to Acquire Neff Corporation to Create Leading Equipment Rental Company

Exhibit 99.2 News Release Contacts: For Investors: Leslie S. Magee Mark Irion, Chief Financial Officer Chief Financial Officer Brian Coolidge, Director of Financial Reporting 225-298-5261 305-513-3350 [email protected] [email protected] Kevin S. Inda For Media: Vice President of Investor Relations 225-298-5318 Brian Shiver and Grace Altman [email protected] FTI Consulting 2

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2017 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other jurisdiction (Commission File Number) (IRS Employer

Neff 10-Q (Quarterly Report)

Document Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Neff 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2017 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commissio

Neff Corporation Announces First Quarter 2017 Results

EX-99.1 2 neff-2017x03x31x10qx8kxex9.htm EXHIBIT 99.1 Exhibit 99.1 Neff Corporation Announces First Quarter 2017 Results MIAMI, Fla., April 25, 2017 - Neff Corporation (the “Company”) (NYSE: NEFF) today reported its financial results for the first quarter ended March 31, 2017. Graham Hood, Chief Executive Officer of Neff Corporation, commented, “The first quarter of 2017 was another very good quar

Neff DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Neff DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S

SUBSIDIARIES OF NEFF CORPORATION

Exhibit 21.1 SUBSIDIARIES OF NEFF CORPORATION Neff Holdings LLC, a Delaware limited liability company Neff LLC, a Delaware limited liability company Neff Rental LLC, a Delaware limited liability company

Neff 10-K (Annual Report)

Document Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Neff Corporation Announces Fourth Quarter and Full Year 2016 Results and Provides 2017 Outlook

Exhibit Exhibit 99.1 Neff Corporation Announces Fourth Quarter and Full Year 2016 Results and Provides 2017 Outlook MIAMI, Fla., March 2, 2017 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the fourth quarter and full year ended December 31, 2016 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, "We were pleased with the growth we gene

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 neff-2016x3x8x17x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of I

NEFF / Neff Corp. / Zelman Capital LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response………10.4 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 – EXIT FILING)* Neff Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2016 (D

NEFF / Neff Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Neff Corp.- CL A (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

to Schedule 13G Joint Filing Agreement

EX-II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 6, 2017 in connection with their beneficial ownership of Neff Corp.

to Schedule 13G

EX-I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Neff 10-Q (Quarterly Report)

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36752 Neff

Neff Corporation Announces Third Quarter 2016 Results

Exhibit Exhibit 99.1 Neff Corporation Announces Third Quarter 2016 Results MIAMI, Fla., October 25, 2016 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the third quarter ended September 30, 2016 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?The third quarter of 2016 was another solid quarter for Neff?s rental business as we genera

Neff 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commiss

Neff ESP

NEFF CORPORATION 3750 NW 87th Avenue, Suite 400 Miami, Florida 33178 (305) 513-3350 September 7, 2016 VIA EDGAR AND E-MAIL Securities and Exchange Commission 100 F.

Neff S-3/A

Table of Contents As filed with the Securities and Exchange Commission on September 1, 2016 Registration No.

Neff ESP

September 1, 2016 VIA EDGAR Ms. Pamela Long Assistant Director, Office of Manufacturing and Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Neff Corporation Registration Statement on Form S-3 Filed on August 15, 2016 File No. 333-213140 Dear Ms. Long: On behalf of Neff Corporation (the “Company” or “Neff”),

Neff S-3

Table of Contents As filed with the Securities and Exchange Commission on August 15, 2016 Registration No.

Neff 10-Q (Quarterly Report)

Document Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commission File Num

Neff Corporation Announces Second Quarter 2016 Results

Exhibit Exhibit 99.1 Neff Corporation Announces Second Quarter 2016 Results MIAMI, Fla., July 27, 2016 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the second quarter ended June 30, 2016 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?The second quarter of 2016 was another solid quarter for Neff?s rental business as we generated r

Submission of Matters to a Vote of Security Holders

8-K 1 a16-1142318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other jurisdiction (Commission

Neff 10-Q (Quarterly Report)

10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commission File Nu

Neff Corporation Announces First Quarter 2016 Results

Exhibit 99.1 Neff Corporation Announces First Quarter 2016 Results MIAMI, Fla., April 27, 2016 - Neff Corporation (the “Company”) (NYSE: NEFF) today reported its financial results for the first quarter ended March 31, 2016 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, “We achieved record first quarter rental revenues which increased by 9.5% year over year, despite the ongo

Neff DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Neff DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S

Neff 10-K (Annual Report)

10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SUBSIDIARIES OF NEFF CORPORATION

Exhibit 21.1 SUBSIDIARIES OF NEFF CORPORATION Neff Holdings LLC, a Delaware limited liability company Neff LLC, a Delaware limited liability company Neff Rental LLC, a Delaware limited liability company

Neff 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commission File

Neff Corporation Announces Fourth Quarter and Full Year 2015 Results and Provides 2016 Outlook

Exhibit Exhibit 99.1 Neff Corporation Announces Fourth Quarter and Full Year 2015 Results and Provides 2016 Outlook MIAMI, Fla., March 7, 2016 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the fourth quarter and full year ended December 31, 2015 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?We generated good results in 2015 with

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other jurisdiction (Commission File Number) (IRS Empl

SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 as further amended and restated as of February 25, 2016 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS L

Exhibit 10.1 EXECUTION VERSION $475,000,000 SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 as further amended and restated as of February 25, 2016 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent,

NEFF / Neff Corp. / LONG BALL PARTNERS LLC - SC 13G Passive Investment

SC 13G 1 d135279dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEFF CORP (Name of Issuer) Common Stock (Title of Class Securities) 640094207 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

to Schedule 13G Joint Filing Agreement

EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 5, 2016 in connection with their beneficial ownership of Neff Corp.-Class A. Each of Columbia Small Cap Value Fund II, Columbia Small/Mid Cap Value Fund, and Columbia Management Investment Advisers, LLC authorizes Ameriprise Fin

Neff NEFF CORP (Passive Acquisition of More Than 5% of Shares)

Neff Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neff Corp. (Name of Issuer) COM CL A (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

NEFF / Neff Corp. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Neff Corp.-Class A (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T

to Schedule 13G

EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Joint Filing Agreement

Exhibit I to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated January 25, 2016 in connection with their beneficial ownership of Neff Corp.

Neff SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neff Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Neff 3G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Neff Corporation Announces Third Quarter 2015 Results Board Authorizes $25 Million Share Repurchase Program

Exhibit Exhibit 99.1 Neff Corporation Announces Third Quarter 2015 Results Board Authorizes $25 Million Share Repurchase Program MIAMI, Fla., November 11, 2015 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the third quarter ended September 30, 2015 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?We achieved record rental revenues i

Neff 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 (November 10, 2015) Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36752 Neff

POWER OF ATTORNEY Michael Sileck

Exhibit 24 POWER OF ATTORNEY Michael Sileck Know all by these presents, that the undersigned hereby constitutes and appoints each of Graham Hood, Mark Irion and Brian Coolidge, or either of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and

Neff 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2015 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other Jurisdiction of Incorporation) (Commission F

NEFF / Neff Corp. / Zelman Capital LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response………10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neff Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) August 27, 2015 (Date of Event Which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36752 Neff Corpo

Neff 8-K (Current Report/Significant Event)

NEFF-2015-8-3-15-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Neff Corporation Announces Second Quarter 2015 Results

Neff-2015-8-3-15-8K-Ex99.1 Exhibit 99.1 Neff Corporation Announces Second Quarter 2015 Results MIAMI, Fla., August 3, 2015 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the second quarter ended June 30, 2015 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?Despite challenging weather conditions and the headwinds from Oil and Gas act

AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT This AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT, dated as of May 27, 2015 (this “Amendment”), is entered into by and among Neff Corporation, a Delaware corporation (the “Corporation”), Neff Holdings LLC, a Delaware limited liability company (“Neff Holdings”), each of the Members (as defined in Section 1 below) as of the da

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a15-1354518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2015 NEFF CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other jurisdiction of incorpora

Neff 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2015 NEFF CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36752 37-1773826 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36752 Neff Corp

Neff Corporation Announces First Quarter 2015 Results

Neff-2015-5-6-15-8K-Ex99.1 Exhibit 99.1 Neff Corporation Announces First Quarter 2015 Results MIAMI, Fla., May 6, 2015 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the first quarter ended March 31, 2015 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?We are pleased to announce record first quarter results for rental revenue and EB

Neff 8-K (Current Report/Significant Event)

NEFF-2015-5-6-15-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Neff DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Neff DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

NEFF / Neff Corp. / HARBOR SPRING MASTER FUND, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2015 NEFF CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-367526 37-1773826 (State or other jurisdiction of incorporation or organization) (C

SUBSIDIARIES OF NEFF CORPORATION

EX-21.1 8 neff-2014x12x31x14xex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF NEFF CORPORATION Neff Holdings LLC, a Delaware limited liability company Neff LLC, a Delaware limited liability company Neff Rental LLC, a Delaware limited liability company

Neff Holdings LLC Management Equity Plan Amended and Restated as of November 26, 2014

Exhibit 10.12 Neff Holdings LLC Management Equity Plan Amended and Restated as of November 26, 2014 Neff Holdings LLC, a Delaware limited liability company (the ?Company?), originally adopted the Neff Holdings LLC Management Equity Plan (as amended and restated herein and as may be amended, supplemented, amended and restated or otherwise modified from time to time, the ?Plan?), effective as of Oct

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1.

EX-10.6 2 neff-2014x12x31x14xex106.htm EX-10.6 Exhibit 10.6 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Neff Corporation 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Neff Corporation (the “Company”) by linking the individual interests of the members of the Board, Em

Second Amendment to Neff Holdings LLC June 1, 2014 Sale Transaction Bonus Plan (A Sub-Plan under the Neff Corporation Senior Executive Bonus Plan)

Exhibit 10.10(a) Second Amendment to Neff Holdings LLC June 1, 2014 Sale Transaction Bonus Plan (A Sub-Plan under the Neff Corporation Senior Executive Bonus Plan) Reference is made to the Sale Transaction Bonus Plan, Amended and Restated Effective as of June 1, 2014, as further amended on November 7, 2014 (the ?Plan?), established by Neff Holdings LLC (the ?Company?) to compensate the participant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 Commission File No. 001-36752 Neff Corp

10-K 1 neff-2014x12x31x10k.htm 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 Commission File No. 001-36752 Neff Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdic

Neff Holdings LLC 2014 Incentive Bonus Plan

Exhibit 10.11 Neff Holdings LLC 2014 Incentive Bonus Plan Section 1. Purpose The purpose of the Neff Holdings LLC 2014 Incentive Bonus Plan is to provide incentives to certain managers and employees of the Company Group based on the amount of cash proceeds returned to Sponsor under certain specified circumstances. Section 2. Definitions When used in this Plan, unless the context otherwise requires

NEFF CORPORATION SENIOR EXECUTIVE INCENTIVE BONUS PLAN

Exhibit 10.7 NEFF CORPORATION SENIOR EXECUTIVE INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Incentive Bonus Plan (the ?Bonus Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Neff Corporation (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company an

NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of November 20, 2014 (the “Effective Date”)

Exhibit 10.13 NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of November 20, 2014 (the ?Effective Date?) Purpose This Executive Officer Stock Ownership Policy (the ?Policy?) of Neff Corporation (?Neff?) is designed to align the interests of executive officers of Neff with the interests of Neff?s common stockholders. Eligibility This Policy shall apply to all Executive Officers of Nef

Neff Corporation Announces Fourth Quarter and Full Year 2014 Results and Provides 2015 Outlook

Neff-2015-3-11-15-8K-Ex99.1 Exhibit 99.1 Neff Corporation Announces Fourth Quarter and Full Year 2014 Results and Provides 2015 Outlook MIAMI, Fla., March 11, 2015 - Neff Corporation (the ?Company?) (NYSE: NEFF) today reported its financial results for the fourth quarter and full year ended December 31, 2014 . Graham Hood, Chief Executive Officer of Neff Corporation, commented, ?2014 proved to be

Neff 8-K (Current Report/Significant Event)

Neff-2015-3-11-15-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

to Schedule 13G

EX-I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

NEFF / Neff Corp. / Wayzata Investment Partners LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NEFF CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

NEFF / Neff Corp. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Neff Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule i

NEFF / Neff Corp. / Zweig-DiMenna Associates LLC - SC 13G Passive Investment

SC 13G 1 a15-47761sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neff Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Neff Corporation.

to Schedule 13G Joint Filing Agreement

EX-II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of Neff Corp.

Joint Filing Agreement

Exhibit I to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 17, 2015 in connection with their beneficial ownership of Neff Corp.

NEFF / Neff Corp. / RS INVESTMENT MANAGEMENT CO LLC - NEFF CORP Passive Investment

Neff Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neff Corp. (Name of Issuer) COM CL A (Title of Class of Securities) 640094207 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Neff Corporation Names Westley Parks Chief Operating Officer

Exhibit 99.1 Neff Corporation Names Westley Parks Chief Operating Officer MIAMI, Fla., February 3, 2015 — Neff Corporation (the “Company”) (NYSE: NEFF) today announced Mr. Westley Parks has been promoted to Chief Operating Officer for the Company. Effectively immediately, Mr. Parks will assume responsibility for overseeing day-to-day field operations and ensuring Company-wide alignment of strategi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2014 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 30-0843609 (State or other jurisdiction of incorporation or organization) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2014 Neff Corporation (Exact name of registrant as specified in its charter) Delaware 001-36752 30-0843609 (State or other jurisdiction of incorporation or organization)

NEFF / Neff Corp. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Neff Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 640094207 (CUSIP Number) November 30, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule i

to Schedule 13G Joint Filing Agreement

EX-99.2 Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated December 10, 2014 in connection with their beneficial ownership of Neff Corp. Each of Columbia Small/Mid Cap Value Fund, Columbia Small Cap Value Fund II and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, I

to Schedule 13G

EX-99.1 Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.27 8 a14-252631ex10d27.htm EX-10.27 Exhibit 10.27 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November 20, 2014, by and between Mark Irion, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upo

AMENDED AND RESTATED BYLAWS NEFF CORPORATION Dated as of November 26, 2014

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NEFF CORPORATION Dated as of November 26, 2014 CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 2 Section 1.07 Organization 2 Section 1.08 Voting; Proxies 2 Section 1.09 Fixing

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 26, 2014 Neff Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 333-198559 30-0843609 (State or Other Jurisdiction of Incorporation) (Commission Fil

TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF

Exhibit 10.1 EXECUTION VERSION TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF NEFF HOLDINGS LLC FROM TIME TO TIME PARTY HERETO Dated as of November 26, 2014 CONTENTS Page Article I. DEFINITIONS 2 S

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 26, 2014 by and among Neff Corporation, a Delaware corporation (the “Corporation”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata”), and Wayzata Opportunities Fund Offshore II, L.P., a Cayman Islands limited partnership (“Wayzata

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION Neff Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The name of the Corporation is Neff Corporation. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the St

NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 26, 2014

EX-10.4 6 a14-252631ex10d4.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 26, 2014 THE COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICAB

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.25 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November 20, 2014, by and between Graham Hood, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upon the consummation of the Transactions (a

10,476,190 Shares Neff Corporation CLASS A COMMON STOCK

424B3 1 a2222322z424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-198559 10,476,190 Shares Neff Corporation CLASS A COMMON STOCK Neff Corporation is offering 10,476,190 shares of its Class A common stock. This is our initial public offering and no public market currently exists for our Class A common stock. Our Class A common stock has been approved for listi

NEFF / Neff Corp. S-8 - - S-8

As filed with the United States Securities and Exchange Commission on November 20, 2014 Registration No.

Neff Corporation

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 19, 2014 Relating to Preliminary Prospectus dated November 10, 2014 Registration No.

NEFF / Neff Corp. CORRESP - -

Neff Corporation 3750 N.W. 87th Avenue, Suite 400 Miami, FL 33178 November 20, 2014 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Pamela Long Leland Benton Era Anagnosti Re: Neff Corporation Registration Statement on Form S-1 File No. 333-198559 Ladies and Gentlemen: In accordance wi

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NEFF / Neff Corp. CORRESP - -

November 20, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NEFF / Neff Corp. CORRESP - -

Kirk A. Davenport II 53rd at Third Direct Dial: 212-906-1284 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York November 19, 2014 Chicago Orange County Doha Paris Dubai Riyadh VIA EDGAR AND OVERNIGHT DELIVERY Düsseldorf

NEFF / Neff Corp. S-1/A - - S-1/A

As filed with the Securities and Exchange Commision on November 19, 2014 Registration No.

NEFF / Neff Corp. 8-A12B - - 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEFF CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or incorporation or organization) 30-0843609 (IRS Employer Identification No.) 3750 N.W. 87th Avenue, Suite 4

NEFF / Neff Corp. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements As filed with the Securities and Exchange Commision on November 17, 2014 Registration No.

NEFF / Neff Corp. CORRESP - -

Kirk A. Davenport II 53rd at Third Direct Dial: 212-906-1284 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris November 17, 2014 Dubai Riyadh Düsseldorf Rome VIA EDGAR AND OVERNIGHT DELI

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1.

Exhibit 10.10 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Neff Corporation 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Neff Corporation (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company s

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.27 11 a2222201zex-1027.htm EX-10.27 Exhibit 10.27 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November [ ], 2014, by and between Mark Irion, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upon the consummatio

NEFF CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as of November [ ], 2014)

Exhibit 10.23 NEFF CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as of November [ ], 2014) Non-employee members of the board of directors (the “Board”) of Neff Corporation (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall b

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.21 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the G

THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF Neff Corporation (hereinafter called the “Co

Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF Neff Corporation (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly en

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.20 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan

NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of November [ ], 2014 (the “Effective Date”)

Exhibit 10.17 NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of November [ ], 2014 (the “Effective Date”) Purpose This Executive Officer Stock Ownership Policy (the “Policy”) of Neff Corporation (“Neff”) is designed to align the interests of executive officers of Neff with the interests of Neff’s common stockholders. Eligibility This Policy shall apply to all Executive Officers of Ne

NEFF / Neff Corp. S-1/A - - S-1/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commision on November 13, 2014 Registration No.

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF STOCK OPTION AGREEMENT

Exhibit 10.19 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN FORM OF STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of shares of Stock set forth in the Grant Notice. ARTICLE I. GENERAL 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanin

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.25 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November [ ], 2014, by and between Graham Hood, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upon the consummation of the Transactions (as hereinafter def

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1.

Exhibit 10.10 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Neff Corporation 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Neff Corporation (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company s

NEFF CORPORATION DIRECTOR STOCK OWNERSHIP POLICY (as of November [ ], 2014)

EX-10.22 8 a2222201zex-1022.htm EX-10.22 Exhibit 10.22 NEFF CORPORATION DIRECTOR STOCK OWNERSHIP POLICY (as of November [ ], 2014) Purpose This Non-Employee Director Stock Ownership Policy (the “Policy”) of Neff Corporation (“Neff”) is designed to align the interests of members of the board of directors of Neff (the “Board”) with the interests of Neff’s common stockholders. Eligibility This Policy

EXECUTION VERSION #86469808v2 AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent”), Neff Holdings

EX-10.6 9 a2222054zex-106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION #86469808v2 AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), Neff Rental LLC, a Delaware limited liabil

INDEMNITY AGREEMENT

Exhibit 10.22 INDEMNITY AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Neff Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insuranc

EXECUTION VERSION AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Ho

Exhibit 10.9 EXECUTION VERSION AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff Holdings LLC, a Delaware limited liability company (“Holdings”), Neff Rental LLC, a Delaware limited liability company, Bank of America, N.

NEFF / Neff Corp. CORRESP - -

Kirk A. Davenport II 53rd at Third Direct Dial: 212-906-1284 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris November 10, 2014 Dubai Riyadh Düsseldorf Rome VIA EDGAR AND OVERNIGHT DELI

NEFF / Neff Corp. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements Table of Contents As filed with the Securities and Exchange Commision on November 10, 2014 Registration No.

TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF

Exhibit 10.1 TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF NEFF HOLDINGS LLC FROM TIME TO TIME PARTY HERETO Dated as of [·], 2014 CONTENTS Page Article I. DEFINITIONS 2 Section 1.1 Definitions 2 S

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEFF CORPORATION Neff Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The name of the Corporation is Neff Corporation. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the St

Neff Holdings LLC 2014 Incentive Bonus Plan

Exhibit 10.15 Neff Holdings LLC 2014 Incentive Bonus Plan Section 1. Purpose The purpose of the Neff Holdings LLC 2014 Incentive Bonus Plan is to provide incentives to certain managers and employees of the Company Group based on the amount of cash proceeds returned to Sponsor under certain specified circumstances. Section 2. Definitions When used in this Plan, unless the context otherwise requires

NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of [ ], 2014 (the “Effective Date”)

Exhibit 10.17 NEFF CORPORATION EXECUTIVE OFFICER STOCK OWNERSHIP POLICY as of [ ], 2014 (the “Effective Date”) Purpose This Executive Officer Stock Ownership Policy (the “Policy”) of Neff Corporation (“Neff”) is designed to align the interests of executive officers of Neff with the interests of Neff’s common stockholders. Eligibility This Policy shall apply to all Executive Officers of Neff. For p

First Amendment to Neff Holdings LLC June 1, 2014 Sale Transaction Bonus Plan

Exhibit 10.14 First Amendment to Neff Holdings LLC June 1, 2014 Sale Transaction Bonus Plan Reference is made to the Sale Transaction Bonus Plan, Amended and Restated Effective as of June 1, 2014 (the “Plan”) established by Neff Holdings LLC (the “Company”). Capitalized terms not defined herein shall have the meanings set forth for such terms in the Plan. By this First Amendment to Neff Holdings L

Neff Holdings LLC Management Equity Plan Amended and Restated as of October [ ], 2014

Exhibit 10.18 Neff Holdings LLC Management Equity Plan Amended and Restated as of October [ ], 2014 Neff Holdings LLC, a Delaware limited liability company (the “Company”), originally adopted the Neff Holdings LLC Management Equity Plan (as amended and restated herein and as may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Plan”), effective as of Oct

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2014 by and among Neff Corporation, a Delaware corporation (the “Corporation”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata”), and Wayzata Opportunities Fund Offshore II, L.P., a Cayman Islands limited partnership (“Wayzata Offshore” and, together wi

AMENDED AND RESTATED BYLAWS NEFF CORPORATION Dated as of [·], 2014

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NEFF CORPORATION Dated as of [·], 2014 CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 2 Section 1.07 Organization 2 Section 1.08 Voting; Proxies 2 Section 1.09 Fixing Date fo

[ ] Shares NEFF CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT

Exhibit 1.1 [ ] Shares NEFF CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT [ ], 2014 Morgan Stanley & Co. LLC Jefferies LLC As representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Jefferies LLC 520 Madison Avenue, 12th Floor New York, New York 10022 Ladies and Gentlemen: Neff C

NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [·], 2014

EX-10.4 8 a2222054zex-104.htm EX-10.4 Exhibit 10.4 NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [·], 2014 THE COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH CO

NEFF / Neff Corp. CORRESP - -

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NEFF / Neff Corp. CORRESP - -

53rd at Third Kirk A. Davenport II 885 Third Avenue Direct Dial: 212-906-1284 New York, New York 10022-4834 [email protected] Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris November 6, 2014 Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg S

NEFF / Neff Corp. CORRESP - -

Kirk A. Davenport II 53rd at Third Direct Dial: 212-906-1284 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDI

Exhibit 10.7 $375,000,000 AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent, Swing Line Lender, and L/C Issuer, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1.

Exhibit 10.10 NEFF CORPORATION 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Neff Corporation 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Neff Corporation (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company s

NEFF / Neff Corp. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements Table of Contents As filed with the Securities and Exchange Commision on October 29, 2014 Registration No.

Neff Holdings LLC Management Equity Plan Dated October 1, 2010

Exhibit 10.15 Neff Holdings LLC Management Equity Plan Dated October 1, 2010 Section 1. Purpose. The purposes of the Neff Holdings LLC Management Equity Plan is to provide an incentive for management and other employees, prospective employees and members of the board of managers of Neff Holdings LLC and/or its subsidiaries by acquiring a proprietary interest in the success of the Company, to enhan

Confidential Neff Holdings LLC Sale Transaction Bonus Plan (Amended and Restated Effective June 1, 2014) Section 1. Purpose The Neff Holdings LLC Sale Transaction Bonus Plan (the “Plan”) was established January 14, 2014. The Board now desires to amen

Exhibit 10.13 Confidential Neff Holdings LLC Sale Transaction Bonus Plan (Amended and Restated Effective June 1, 2014) Section 1. Purpose The Neff Holdings LLC Sale Transaction Bonus Plan (the “Plan”) was established January 14, 2014. The Board now desires to amend and restate the Plan in its entirety effective June 1, 2014. The purpose of the Plan is to provide cash bonus payments to certain mana

EXECUTION COPY NY 72934447v9 NEFF HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT confidential confidential

Exhibit 10.3 EXECUTION COPY NY 72934447v9 NEFF HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT confidential confidential -i- NY 72934447v9 TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Rules of Construction 10 Article 2 GENERAL 10 2.1 Continuation of the Company; Limited Liability Company Agreement; Resignation of Managing Member 10 2.2 Name 11

SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 NEFF HOLDINGS LLC, as Holdings, NEFF LLC, as Parent, NEFF RENTAL LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIE

Exhibit 10.5 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 among NEFF HOLDINGS LLC, as Holdings, NEFF LLC, as Parent, NEFF RENTAL LLC, as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and CREDIT SUISSE SECURITIES (USA) LLC and JEFFERIES FINANCE LLC, as Joint Bookrunners and Joint Lead Arrangers, and JEFFERIES FINAN

Subsidiaries of Neff Corporation

Exhibit 21.1 Subsidiaries of Neff Corporation Neff Holdings LLC, a Delaware limited liability company Neff LLC, a Delaware limited liability company Neff Rental LLC, a Delaware limited liability company

NEFF CORPORATION SENIOR EXECUTIVE INCENTIVE BONUS PLAN

Exhibit 10.11 NEFF CORPORATION SENIOR EXECUTIVE INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Incentive Bonus Plan (the “Bonus Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Neff Corporation (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company a

Confidential Neff Holdings LLC 2014 Management Special Bonus Plan Dated: June 1, 2014 Section 1. Purpose The purpose of the Neff Holdings LLC 2014 Management Special Bonus Plan is to reward the efforts of certain managers and employees of the Company

Exhibit 10.12 Confidential Neff Holdings LLC 2014 Management Special Bonus Plan Dated: June 1, 2014 Section 1. Purpose The purpose of the Neff Holdings LLC 2014 Management Special Bonus Plan is to reward the efforts of certain managers and employees of the Company Group by providing them with a cash bonus payment in connection with their efforts with the Company’s obtaining and consummation of a n

EMPLOYMENT AGREEMENT

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement) is made and entered into as of the 1st day of March, 2000, by and between Neff Corp., a Delaware Company (the “Company”), and Mark Irion, an individual (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Executive and the Company have entered into a Severance Agreement, dated as of May 14,

Consent of Director Nominee

Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Neff Corporation, the undersigned hereby consents to being named and described as a person who will become a director of Neff Corporation in the Regi

NEFF / Neff Corp. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements Table of Contents As filed with the Securities and Exchange Commision on October 10, 2014 Registration No.

SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 NEFF HOLDINGS LLC, as Holdings, NEFF LLC, as Parent, NEFF RENTAL LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIE

EX-10.5 2 a2221692zex-105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT dated as of June 9, 2014 among NEFF HOLDINGS LLC, as Holdings, NEFF LLC, as Parent, NEFF RENTAL LLC, as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and CREDIT SUISSE SECURITIES (USA) LLC and JEFFERIES FINANCE LLC, as Joint Bookrunners and Joi

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDI

Exhibit 10.7 $375,000,000 AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2010 as amended and restated as of November 20, 2013 by and among NEFF LLC, as Parent Borrower, NEFF HOLDINGS LLC, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent, Swing Line Lender, and L/C Issuer, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

AMENDMENT NO. 1 to AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.8 4 a2221692zex-108.htm EX-10.8 Exhibit 10.8 AMENDMENT NO. 1 to AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1, dated as of June 9, 2014 (this “Amendment”) to that certain Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010 and as amended and restated as of November 20, 2013 (as amended, modified, restated or amended and restated from time to time prior t

EMPLOYMENT AGREEMENT

Exhibit 10.14 EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the th day of March, 2007, by and between LYN ACQUISITION CORP., a Delaware corporation (“Merger Sub”), and GRAHAM HOOD, an individual (the “Executive”). WHEREAS, Merger Sub has entered into that certain Agreement and Plan of Merger, by and among LYN Holdings LLC, a Delaware lim

MEMORANDUM REGARDING NEFF RENTAL LLC EXECUTIVE SEVERANCE POLICY

Exhibit 10.16 November 29, 2011 Wes Parks 1710 Lyttleton Street Camden, SC 29020 Re: Neff Rental LLC Employment Letter Dear Wes: We have recently engaged in a review of the company’s employment agreements and have approved an initiative to simplify our contractual relationships with our most valued employees and eliminate any uncertainty arising out of the year-to-year nature of your employment co

NEFF / Neff Corp. CORRESP - -

Kirk A. Davenport II 53rd at Third Direct Dial: 212-906-1284 885 Third Avenue [email protected] New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris October 10, 2014 Dubai Riyadh Düsseldorf Rome VIA EDGAR AND OVERNIGHT DELIV

Consent of Director Nominee

Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Neff Corporation, the undersigned hereby consents to being named and described as a person who will become a director of Neff Corporation in the Regi

Consent of Director Nominee

Exhibit 99.2 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Neff Corporation, the undersigned hereby consents to being named and described as a person who will become a director of Neff Corporation in the Regi

As filed with the Securities and Exchange Commision on September 3, 2014

Use these links to rapidly review the document TABLE OF CONTENTS Index to Financial Statements Table of Contents As filed with the Securities and Exchange Commision on September 3, 2014 Registration No.

Consent of Director Nominee

EX-99.1 4 a2221239zex-991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Neff Corporation, the undersigned hereby consents to being named and described as a person who will become a di