HC2 Holdings Announces Launch of $300 Million Senior Secured Notes Offering and Concurrent Convertible Notes Exchange
January 25 2021 - 8:24AM
HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, announced today its intention to offer
$300 million aggregate principal amount of senior secured notes due
2026 (the “Notes”) in a private offering exempt from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), subject to market and other conditions. The
Notes will be senior secured obligations of the Company and will be
guaranteed by certain of the Company’s domestic subsidiaries.
Concurrently with the offering of the Notes, the
Company intends to enter into exchange agreements with certain
holders of its outstanding 7.5% convertible senior notes due June
1, 2022 (the “Existing Convertible Notes”) pursuant to which the
Company plans to exchange approximately $37 million of the
outstanding aggregate principal amount of the Convertible Notes for
new convertible notes (the “New Convertible Notes”) with
substantially the same terms, except that the maturity date of such
new convertible notes will be August 1, 2026.
The proceeds from the issuance of the Notes are
expected to be used, together with the net cash proceeds of the
Company’s previously announced sale of its majority-owned
subsidiary Beyond6, Inc. and cash on hand, to redeem in full HC2’s
existing 11.500% senior secured notes, repay the outstanding
indebtedness under its revolving credit agreement and pay related
fees and expenses.
The Notes and the New Convertible Notes will not
be registered under the Securities Act, any state securities laws
or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration. The Notes are expected to
be offered and sold only to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under
the Securities Act and to non-U.S. persons outside the United
States in reliance on Regulation S under the Securities Act, and
the New Convertible Notes are expected to be issued in one or more
private exchange transactions pursuant to an exemption from
registration under the Securities Act.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, any security and
shall not constitute an offer, solicitation or sale of any security
in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
About HC2
HC2 (NYSE: HCHC) has a class-leading portfolio
of assets primarily in Infrastructure, Life Sciences, Spectrum and
Insurance. HC2 is headquartered in New York, New York and through
its subsidiaries employs 2,864 people.
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 proposed refinancing transactions, including, among others, the
use of proceeds from the issuance of the Notes, 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.
Media Contact:ReevemarkPaul
Caminiti/Pam Greene/Luc HerbowyHC2@reevemark.com(212) 433-4600
Investor Contact: FNK IRMatt
Chesler, CFAir@hc2.com(212) 235-2691
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