| 53rd at Third | |
Kirk A. Davenport II | 885 Third Avenue | |
Direct Dial: 212-906-1284 | New York, New York 10022-4834 | |
kirk.davenport@lw.com | 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 | San Francisco |
| Hong Kong | Shanghai |
| Houston | Silicon Valley |
| London | Singapore |
| Los Angeles | Tokyo |
| Madrid | Washington, D.C. |
VIA HAND DELIVERY
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pamela Long
Re: | Neff Corporation |
| Registration Statement on Form S-1 (File No. 333-198559) |
Ladies and Gentlemen,
Reference is hereby made to the above-captioned Registration Statement on Form S-1, as amended (the “Registration Statement”), of Neff Corporation (the “Company”) in connection with the offering of shares of the Company’s Class A common stock (the “Offering”).
We supplementally advise the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as follows on behalf of the Company:
· Based on discussions between the Company and the underwriters, the estimated per share price to the public in the Offering is expected to be between $20.00 and $22.00, with 10,476,190 shares of Class A common stock offered to the public in connection with the Offering (or 12,047,618 shares of Class A common stock should the underwriters’ option to purchase additional shares be exercised in full).
In addition, please find selected pages of the Registration Statement which have been updated to include pro forma financial information.
The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the Company’s Registration Statement. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the Offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information, including the information set forth in this letter, other than information that may be excluded in reliance upon Rule 430A under the Securities Act of 1933, as amended, including any such information set forth in this letter.
The Company further advises the Staff that, given the volatility in the public trading markets and the uncertainty of the timing of the Offering, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the Offering.
The Company and the underwriters are currently preparing to circulate copies of the preliminary prospectus in connection with the Offering as early as November 10, 2014. We would be grateful for the Staff’s efforts to provide any further comments as soon as possible.
Please do not hesitate to contact me at (212) 906-1284 with any questions or comments you may have regarding this letter.
| Very truly yours, |
|
|
|
|
| Kirk A. Davenport II |
| of LATHAM & WATKINS LLP |
Enclosures
cc: (via fax)
Mark Irion, Chief Financial Officer, Neff Corporation
Dennis D. Lamont, Esq., Latham & Watkins LLP