|
|
|
|
|
CUSIP No. 64083J 104
|
|
13D
|
|
Page 17 of 23 Pages
|
Equity Advisors, LLC (Platinum) and certain other stockholders of the Issuer (collectively with ECP, Blackstone, Capitol and Platinum, the Stockholder Parties) may be
deemed to constitute a group for purposes of Rule 13d-3 under the Act. Shares beneficially owned by the Stockholder Parties, other than by ECP, are not the subject of this Schedule 13D and accordingly, none of
the other Stockholder Parties is included as a reporting person. For a description of the relationship between the Reporting Persons and the other Stockholder Parties, see Item 4 below.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 of the
Statement is hereby amended and supplemented by adding the following:
Pledge Agreement
On December 20, 2021, ECP Cardinal Holdings, LP and NESCO Holdings, LP (together, the Borrowers) each entered into a loan
agreement (together, the Loan Agreements) with JPMorgan Chase Bank, N.A. (the Lender). As security for their obligations under the Loan Agreements, the Borrowers pledged 25,738,988 shares of Common Stock (collectively, the
Pledged Securities). All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities will remain with the Borrowers unless an event of default under the Loan Agreements has occurred and is
continuing.
Also on December 20, 2021, Energy Capital Partners III, LP, Energy Capital
Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C. LP and Energy Capital Partners III-D, LP collectively transferred an aggregate of 4,500,000 shares of Common Stock to ECP Cardinal Holdings, LP in order to facilitate the foregoing pledge transaction.
Item 5. Interest in Securities of the Issuer.
(a)
(b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage
of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 247,311,494 shares of Common Stock outstanding as of November 17, 2021.