HC2 Holdings Announces Preliminary Results of Rights Offering
November 23 2020 - 8:30AM
HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, announced today the preliminary
results of its successful rights offering, which expired at 5:00
p.m., New York City time, on November 20, 2020 (the “expiration
date”). According to Computershare Trust Company, N.A. (the
"subscription agent"), as of the expiration date, 25,435,718 basic
subscription rights were exercised to purchase an aggregate of
13,892,807 shares of common stock and 4,040,038 additional shares
of common stock were subscribed for under the over-subscription
privilege, subject to proration. In addition, 502,536 basic
subscription rights were exercised to purchase an aggregate of
274,468 shares of common stock subject to guaranteed delivery and
16,147 additional shares of common stock were subscribed for
pursuant to the over-subscription privilege subject to guaranteed
delivery and proration.
Further, in accordance with the Investment
Agreement entered into by the Company with Lancer Capital LLC
(“Lancer Capital”), an investment fund led by Avram Glazer, the
Chairman of the Board of Directors of the Company and the Company’s
largest stockholder, Lancer Capital will partially backstop the
rights offering in an amount not to exceed its previously announced
$35 million commitment by purchasing newly issued Series B
Non-Voting Convertible Participating Preferred Stock, par value
$0.001 per share (the “preferred stock”). Concurrently with the
closing of the rights offering, it is contemplated that Lancer
Capital will convert all of its preferred stock into common
stock.
The shares of common stock to be issued at the
closing of the rights offering were purchased at the subscription
price of $2.27 per whole share. The Company expects the
subscription agent to distribute the shares of common stock and the
proceeds from the rights offering on or about November 25, 2020,
subject to customary closing conditions.
The results of the rights offering are
preliminary and subject to change pending the expiration of the
guaranteed delivery period under the rights offering and
finalization of subscription procedures by the subscription agent.
HC2 expects to issue a press release on or about November 25, 2020
to announce the final results of the rights offering.
HC2 will receive aggregate gross proceeds of
approximately $65 million from the rights offering and expects to
use the proceeds for general corporate purposes, including debt
service and for working capital.
If a holder did not exercise its subscription
rights prior to the expiration date, such rights have expired and
are void and have no value. Investors who have participated in the
rights offering should expect to see the shares of common stock
issued to them in uncertificated book-entry form. Any excess
subscription payments received by subscription agent will be
returned by the subscription agent to investors, without interest
or deduction, through the same method by which they participated in
the rights offering.
The rights offering
was 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, including with respect to the expected
closing date of the rights offering. 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 was made only by means
of a prospectus and a related prospectus
supplement, copies of
which were
distributed to all eligible
stockholders as of
October 2, 2020 on or about
October 7, 2020
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 regarding
the rights offering, including, among others, the expected closing
date and use of proceeds from 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. 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
RelationsGarrett Edsonir@hc2.com(212) 235-2691
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