H&E Equipment Services To Buy Neff For Enterprise Value Of $1.2 Bln, Incl. Debt

(RTTNews) - H&E Equipment Services Inc. (HEES) said that it will acquire Neff Corp. (NEFF) for $21.07 in cash per share or total enterprise value of approximately $1.2 billion, including about $690 million of net debt.

The per share merger consideration payable to Neff stockholders is subject to certain downward adjustments, not to exceed $0.44 per share, in the event that H&E incurs certain increased financing costs due to the transaction not being consummated on or prior to January 14, 2018.

The transaction is expected to close in the late third quarter or early fourth quarter of 2017, and is subject to customary closing conditions including Hart-Scott-Rodino Act clearance.

H&E estimates the acquisition will create $25 to $30 million of synergies annually related to corporate overhead, systems and operational efficiencies, as well as scale benefits for equipment purchases.

The acquisition of Neff is expected to generate in excess of $800 million of gross tax assets for H&E arising from a step-up in the basis of certain of Neff's assets.

The merger agreement includes a "go-shop" period which runs through August 20, 2017 during which the special committee of Neff's board of directors, with the assistance of its financial and legal advisors, may solicit alternative proposals to acquire Neff.