FORT WAYNE, Ind., March 15, 2021 /PRNewswire/ -- Nesco
Holdings, Inc. (NYSE: NSCO, "Nesco") announced today that its
indirect wholly owned subsidiary Nesco Holdings II, Inc. (the
"Issuer") intends to offer $920
million aggregate principal amount of senior secured second
lien notes due 2029 (the "Notes"). The Notes will be guaranteed on
a senior secured second lien basis by Capitol Investment Merger Sub
2, LLC and each of the Issuer's existing and future wholly owned
domestic restricted subsidiaries that guarantees the Issuer's
obligations under its first lien asset-based revolving credit
facility or certain other indebtedness.
The net proceeds from the offering of the Notes, together with
borrowings under a new asset-based revolving credit facility to be
entered into by the Issuer and the proceeds from certain equity
issuances will be used to fund the previously announced acquisition
(the "Acquisition") of 100% of the equity interests of Custom Truck
One Source, L.P. ("Custom Truck"), including the repayment of
certain indebtedness of Nesco and Custom Truck and to pay related
fees and expenses.
The Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws, and, unless so registered, may not be offered or sold in
the United States or to, or for
the account or benefit of, U.S. persons absent registration or
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This notice is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
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,
on a combined basis: that the financial condition and results of
operations of the combined business may be adversely affected by
the recent COVID-19 pandemic or other similar outbreaks; the risk
that required governmental and regulatory approvals may delay the
consummation of the Acquisition or result in the imposition of
conditions that could reduce the anticipated benefits from the
proposed Acquisition; Nesco's ability to consummate the acquisition
of Custom Truck and to integrate it into the Nesco business;
Nesco's inability to perfect liens on the collateral prior to the
issue date; the cyclical demand for Nesco's services and
vulnerability to industry downturns and regional and national
downturns; Nesco's ability to obtain raw materials, component parts
and/or finished goods in a timely and cost-effective manner;
competition from existing and new competitors; increases in the
cost of new equipment and Nesco's ability to procure such equipment
in a timely fashion; Nesco's ability to recruit and retain
experienced personnel; the impact of the current or additional
unionization of Nesco's workforce; the effect of disruptions in
Nesco's information technology systems, including Nesco's customer
relationship management system; Nesco's ability to obtain
additional capital on commercially reasonable terms; Nesco's
ability to renew its leases upon their expiration; Nesco's ability
to keep pace with technological developments; potential disruptions
at Nesco's production and manufacturing locations; the potential
impact of material weaknesses in Nesco's system of internal
controls; the impact of third party reports on market perception of
Nesco's financial performance; unfavorable conditions or further
disruptions in the capital and credit markets; Nesco's
relationships with equipment suppliers and dependence on key
suppliers to obtain adequate or timely equipment; Nesco's
dependence on third-party contractors to provide us with various
services; a need to recognize additional impairment charges related
to goodwill, identified intangible assets and fixed assets; Nesco's
ability to collect on accounts receivable; risks related to Nesco's
international operations; risks related to legal proceedings or
claims, including liability claims; laws and regulatory
developments that may fail to result in increased demand for
Nesco's services; safety and environmental requirements that may
subject us to unanticipated liabilities; the complexity of
complying with multiple regulatory regimes due to Nesco's
geographic breadth; the length of time necessary to consummate
Acquisition, which may be longer than anticipated for various
reasons; the diversion of management time on transaction-related
issues; the impact of a failure to consummate the Acquisition;
expenses associated with the Acquisition and a potential inability
to integrate the combined business; impacts of the accounting
treatment applicable to the Acquisition; the risk that the cost
savings, synergies and growth from the Acquisition may not be fully
realized or may take longer to realize than expected; the
uncertainty associated with Nesco's pro forma condensed combined
financial information; Nesco's substantial indebtedness and
maintaining compliance with debt covenants; Nesco's ability to
incur additional indebtedness; Nesco's ability to generate cash to
service its indebtedness; the amount and nature of the debt
incurred to finance the Acquisition; and other factors discussed
under the heading "Risk Factors" in the offering memorandum. 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.
INVESTOR CONTACT
Josh Boone, CFO
(800) 252-0043
investors@nescospecialty.com
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SOURCE Nesco Holdings, Inc.