HC2 Holdings Announces Closing of Rights Offering
November 25 2020 - 5:00PM
HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, announced today the closing of its
successful rights offering, which expired at 5:00 p.m., New York
City time, on November 20, 2020. Pursuant to the terms of the
rights offering, 13,979,674 shares of common stock are being
purchased pursuant to the exercise of basic subscription rights and
2,763,148 shares of common stock are being purchased under the
over‑subscription privilege.
In addition, 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 partially backstopped the
rights offering in the amount of $21,433,793.53 by purchasing
Series B Non-Voting Convertible Participating Preferred Stock, par
value $0.001 per share (the “preferred stock”), excluding
$5,560,000 previously purchased. Concurrently with the closing of
the rights offering, Lancer Capital converted all of its shares of
preferred stock into 11,891,539 shares of common stock (the
“conversion”).
In the aggregate, the Company is issuing
28,634,361 new shares of common stock at the subscription price of
$2.27 per whole share for total gross proceeds of approximately $65
million to the Company, which includes shares of common stock
issued to Lancer Capital pursuant to the conversion. After giving
effect to the rights offering and the conversion, the Company will
have 76,586,573 shares of common stock issued and outstanding.
HC2 expects to use the proceeds from the rights
offering for general corporate purposes, including debt service and
for working capital.
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 Computershare Trust Company, N.A. (the
"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. 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 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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