November 20, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-6010
Attn: Pamela Long
Leland Benton
Era Anagnosti
Re: Neff Corporation
Registration Statement on Form S-1
File No. 333-198559
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Neff Corporation that the effective date of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) so that the Registration Statement, as then amended, will become effective under the Securities Act at 2:00 p.m. ET on November 20, 2014 or as soon thereafter as practicable.
In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the undersigned are, and the prospective underwriters have confirmed that they are, complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
The following information with respect to the distribution of the Preliminary Prospectus dated November 10, 2014 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.
The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated November 10, 2014, through the date hereof:
Preliminary Prospectus, dated November 10, 2014:
5,470 copies were distributed to prospective underwriters, institutional investors, dealers and others.
Yours truly, |
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MORGAN STANLEY & CO. LLC |
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JEFFERIES LLC |
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As Representatives of the Several Underwriters |
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By: Morgan Stanley & Co. LLC |
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By: | /s/ LAUREN GARCIA BELMONTE |
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| Name: | Lauren Garcia Belmonte |
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| Title: | Vice President |
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By: Jefferies LLC |
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By: | /s/ ASHLEY DELP WALKER |
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| Name: | Ashley Delp Walker |
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| Title: | Managing Director |
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[Signature Page—Underwriters’ Acceleration Request]
