Leading Independent Proxy Firms ISS and Glass Lewis Recommend HC2 Stockholders Vote “FOR” Rights Offering Proposals
November 12 2020 - 8:00AM
HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE:HCHC), a
diversified holding company, announced today that leading
independent proxy advisory firms Institutional Shareholder Services
(“ISS”) and Glass Lewis have recommended, in connection with the
Company’s current $65 million rights offering (the “Rights
Offering”), that HC2 stockholders vote “FOR” both Proposals 1 and 2
at the Company’s Special Meeting of Stockholders to be held on
November 20, 2020.
- Proposal 1 – to increase the number
of authorized shares of common stock from 80 million to 160 million
(the “Authorized Shares Proposal”).
- Proposal 2 – to approve the
conversion of up to 35,000 shares of Series B preferred stock into
common stock in connection with the Rights Offering.
Consummation of the Rights Offering is
conditioned upon stockholder approval of the Authorized Shares
Proposal. The Company believes that approval of both proposals will
help ensure the successful completion of the Rights Offering, which
will strengthen the Company’s balance sheet in advance of a
potential refinancing of certain of its indebtedness.
HC2 expects to use the proceeds from the Rights
Offering for general corporate purposes, including debt service and
for working capital.
The Rights Offering will expire at 5:00 p.m.,
New York City time, on November 20, 2020, unless extended by the
Company. The Company may extend the expiration date if stockholder
approval of the Authorized Shares Proposal is not obtained on or
prior to the previously scheduled expiration date. The Company
reserves the right to amend or terminate the rights offering at any
time prior to its expiration date.
A copy of the prospectus and prospectus
supplement for the rights offering is available to stockholders on
the Company’s website and at the website maintained by the U.S.
Securities and Exchange Commission (the “SEC”) at www.sec.gov.
Holders of shares of common stock in “street name” through a
brokerage account, bank or other nominee will not receive physical
rights certificates and must instruct their broker, bank or nominee
whether to exercise subscription rights on their behalf. For any
questions or further information about the rights offering, please
call Okapi Partners LLC, the information agent for the Rights
Offering, at (855) 208-8902 (toll-free).
Neither the Company nor its Board of Directors
has, or will, make any recommendation to stockholders regarding the
exercise or sale of rights in the Rights Offering. Stockholders
should make an independent investment decision about whether or not
to exercise or sell their rights based on their own assessment of
the Company’s business and the Rights Offering.
The
Rights
Offering is being
made pursuant to HC2’s effective shelf
registration statement on Form S-3, filed with the SEC on September
9, 2020, and a prospectus supplement containing the detailed terms
of the Rights
Offering filed with the
SEC on October 7, 2020. The information in this press release is
not complete and is subject to change. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities, nor shall there be any offer, solicitation or sale
of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful under the securities laws of
such state or jurisdiction. The
Rights Offering
is being made only by means of a
prospectus and a related prospectus supplement, copies of
which have been
distributed to all eligible
stockholders and may also be obtained free of charge at the website
maintained by the SEC at www.sec.gov
or by contacting the information agent for the rights
offering.
About HC2
HC2 Holdings, Inc. is a publicly traded
(NYSE:HCHC) diversified holding company, which seeks opportunities
to acquire and grow businesses that can generate long-term
sustainable free cash flow and attractive returns in order to
maximize value for all stakeholders. HC2 has a diverse array of
operating subsidiaries across multiple reportable segments,
including Infrastructure, Clean Energy, Life Sciences, Spectrum,
Insurance and Other. HC2’s largest operating subsidiary is DBM
Global Inc., a family of companies providing fully integrated
structural and steel construction services. Founded in 1994, HC2 is
headquartered in New York, New York.
Cautionary Statement
Regarding Forward-Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This press release
contains, and certain oral statements made by our representatives
from time to time may contain, forward-looking statements,
including, among others, statements regarding the Rights Offering,
including, among others, expected timing, the use of proceeds from
the Rights Offering, the size of the Rights Offering and other
terms of the Rights Offering, all of which involve risks,
assumptions and uncertainties, many of which are outside of the
Company's control, and are subject to change. The consummation of
the Rights Offering is also subject to certain conditions,
including stockholder approval of the Authorized Shares Proposal
and market conditions. Accordingly, no assurance can be given that
the Rights Offering will be consummated on the terms described
above or at all. All forward-looking statements speak only as
of the date made, and unless legally required, HC2 undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Contact:
Investor Relationsir@hc2.com(212) 235-2691
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