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 16, 2021
NESCO HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38186 | 84-2531628 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
6714 Pointe Inverness Way, Suite 220 Fort Wayne, Indiana |
46804 | |
| (Address of principal executive offices) | (Zip code) |
(800) 252-0043
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s ) | Name of Exchange on Which Registered | ||
| Common Stock, $0.0001 par value | NSCO | New York Stock Exchange | ||
| Redeemable warrants, exercisable for Common Stock, $0.0001 par value | NSCO WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On February 18, 2021, Nesco Holdings, Inc. (“Nesco” or the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Transaction (as such term is defined in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 20, 2021 (the “Definitive Proxy”)).
As of January 19, 2021, the record date for the Special Meeting, there were 49,156,753 shares of the Company’s common stock, par value $0.0001 per share (“Nesco common stock”) outstanding. At the Special Meeting, a total of 44,117,294 shares of Nesco common stock, representing approximately 89.74% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were submitted to a vote of shareholders. For more information on each of these proposals, see the Definitive Proxy.
| (1) | NYSE Proposal. The proposal to adopt and approve, for purposes of complying with applicable New York Stock Exchange listing rules, (I) the issuance, (a) pursuant to the Investment Agreement (as defined in the Definitive Proxy) of (i) between 140,000,000 and 152,600,000 newly issued shares of Nesco common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of Nesco common stock, at a purchase price of $5.00 per share, as a backstop to the Supplemental Equity Financing (as defined in the Definitive Proxy), in each case, to Platinum (as defined in the Definitive Proxy); (b) pursuant to the Investment Agreement, of shares of Nesco common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to Nesco’s stockholders, in each case, for the aggregate amount of up to $200,000,000 (including, for the avoidance of doubt the consummation of the Supplemental Equity Financing); and (c) pursuant to the Rollover Agreements (as defined in the Definitive Proxy), of an aggregate of 20,000,000 newly issued shares of Nesco common stock, at a purchase price of $5.00 per share, to Blackstone (as defined in the Definitive Proxy) and certain other direct and/or indirect equity holders of Custom Truck (as defined in the Definitive Proxy) and (II) the change of control resulting from the foregoing. |
| (2) | Charter Proposals. To approve an amendment to the certificate of incorporation of Nesco to: |
| A. | increase (i) the authorized shares of Nesco common stock from 250,000,000 to 500,000,000 and (ii) the authorized shares of preferred stock, par value $0.0001 per share, from 5,000,000 to 10,000,000; |
| B. | permit, at any time when Platinum and its affiliates collectively beneficially own, in the aggregate, at least 50% in voting power of the stock of Nesco entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of Nesco to be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; |
| C. | include provisions that are substantially equivalent to Section 203 of the General Corporation Law of the State of Delaware, except that Platinum, ECP (as defined in the Definitive Proxy), Capitol (as defined in the Definitive Proxy) and Blackstone and certain permitted transferees thereof would be exempt; and |
| D. | include, in addition to the items listed above, certain ministerial amendments, including extension of the waiver of corporate opportunities in favor of certain exempted persons, which includes Platinum, ECP, Capitol and Blackstone, and incorporates by reference the provisions of the Amended and Restated Stockholders’ Agreement (as defined in the Definitive Proxy) of Nesco to be entered into in connection with the Transaction as opposed to the current stockholders’ agreement of Nesco. |
Each of the proposals was approved by the requisite vote of the Company’s shareholders. The final voting results for each proposal are described below.
(1) NYSE Proposal:
| For | Against | Abstain | |||
| 43,982,989 | 129,071 | 5,234 |
(2) Charter Proposals:
| A. |
| For | Against | Abstain | |||
| 43,955,577 | 156,788 | 4,929 |
| B. |
| For | Against | Abstain | |||
| 43,979,563 | 132,702 | 5,029 |
| C. |
| For | Against | Abstain | |||
| 43,972,544 | 139,616 | 5,134 |
| D. |
| For | Against | Abstain | |||
| 44,099,687 | 11,508 | 6,099 |
Item 8.01. OTHER EVENTS.
Press Release
On February 19, 2021, the Company issued a press release (the “Press Release”) announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Expiration of Required Waiting Period
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the Transaction expired at 11:59 p.m., Eastern time, on February 16, 2021. The expiration of the waiting period under the HSR Act satisfies one of the conditions to closing the Transaction. The Transaction remains subject to other customary closing conditions.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release Issued by Nesco Holdings, Inc., dated February 19, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | February 19, 2021 | Nesco Holdings, Inc. |
| /s/ Joshua A. Boone | ||
|
Joshua A. Boone Chief Financial Officer and Secretary |
||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nesco Holdings’ Shareholders Approve the Proposals Required to Consummate the Acquisition of Custom Truck One Source in Partnership with Platinum Equity
FORT WAYNE, Ind. – February 19, 2021 – Nesco Holdings, Inc. (NYSE: NSCO, "Nesco" or the "Company") announced today that, at its special meeting of shareholders, held yesterday, shareholders approved and adopted the NYSE Proposal and each of the Charter Proposals (as such terms are defined in Nesco’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 20, 2021). The final vote results, as certified by the independent Inspector of Election, will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.
Subject to customary closing conditions, the closing of the transactions described in the definitive proxy statement, including the acquisition of Custom Truck One Source, is expected to occur in the first quarter of 2021.
About Nesco
Nesco is one of the largest providers of specialty equipment, parts, tools, accessories and services to infrastructure resources such as the electric utility transmission and distribution, telecommunications and rail markets in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco's coast-to-coast rental fleet of more than 4,500 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.nescospecialty.com.
Forward-Looking Statements
Certain statements contained in this communication may be considered forward-looking statements within the meaning of U.S. securities laws, including section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. When used in this communication, the words “potential,” “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Nesco’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ability to consummate the acquisition of Custom Truck One Source and to integrate the acquisition into the Nesco business; the ability to consummate the private placement; failure to obtain necessary regulatory approvals or to satisfy any of the other conditions related to the acquisition of Custom Truck One Source; the ability to realize expected synergies and the timing for any such realization; projected financial results for Nesco and Custom Truck One Source, including on a combined basis; potential litigation associated with the acquisition of Custom Truck One Source; the potential impact of the acquisition of Custom Truck One Source on Nesco’s or Custom Truck One Source’s relationships, including with suppliers, customers, employees and regulators; the impact of the COVID-19 pandemic on Nesco’s or Custom Truck One Source’s business operations, as well as the overall economy; Nesco’s ability to execute on its plans to develop and market new products and the timing of these development programs; Nesco’s estimates of the size of the markets for its solutions; the rate and degree of market acceptance of Nesco’s solutions; the success of other competing technologies that may become available; Nesco’s ability to identify and integrate acquisitions; the performance and security of Nesco’s products and services; potential litigation involving Nesco; and general economic and market conditions impacting demand for Nesco’s services. For a more complete description of these and other possible risks and uncertainties, please refer to Nesco’s annual report on form 10-K filed with the securities and exchange commission on March 13, 2020 and quarterly report on form 10-Q filed with the securities and exchange commission on May 7, 2020, as well as to Nesco’s subsequent filings with the SEC. Should one or more of these material risks occur, or should the underlying assumptions change or prove incorrect, Nesco’s actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statement. The forward-looking statements contained herein speak only as of the date hereof, and Nesco undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NESCO INVESTOR CONTACT
Josh Boone, CFO
(800) 252-0043
investors@nescospecialty.com