WASHINGTON and FORT WAYNE, Ind., July
22, 2019 /PRNewswire/ -- In anticipation of the
previously announced proposed business combination (the "proposed
business combination") of Nesco Holdings I, Inc. ("Nesco") with and
into a subsidiary of Capitol Investment Corp. IV (NYSE: CIC;
"Capitol"), Capitol Investment Merger Sub 2, LLC, the indirect
subsidiary of Capitol (the "Issuer"), announced today that it
intends to offer $475 million
aggregate principal amount of senior secured second lien notes due
2024 (the "Notes"). The net proceeds from the offering of the
Notes, together with borrowings under a new asset-based lending
facility to be entered into by the Issuer, as well as at least
$200 million of cash equity
contributions, will be used to fund the proposed business
combination-related transactions, to refinance Nesco's existing
indebtedness and to pay related fees and expenses.
The Notes have not been 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
This press release includes "forward looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995 and within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as
amended. When used in this press release, the words
"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 Capitol's or Nesco's
management's control, that could cause actual results or outcomes
to differ materially from those discussed in this press release.
All forward-looking statements attributable to Capitol, Nesco or
persons acting on their behalf are expressly qualified in their
entirety by the foregoing cautionary statements. Important factors,
among others, that may affect actual results or outcomes
include: the inability to complete the transactions
contemplated by the proposed business combination between Capitol
and Nesco (the "proposed business combination"), including
descriptions of the equity and debt financing transactions
(including the Notes offering) contemplated in connection with the
consummation of the proposed business combination; the inability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, the
amount of cash available following redemptions by Capitol
stockholders; the ability to meet the NYSE's listing standards
following the consummation of the transactions contemplated by the
proposed business combination; costs related to the proposed
business combination; the inability to enter into or complete the
proposed transaction governed by the non-binding letter of intent;
the inability to recognize the anticipated benefits of the
transaction contemplated by the non-binding letter of intent;
Nesco's ability to execute on its plans to develop and market new
products and the timing of these development programs; Nesco's
estimates of the size of the markets for its solutions; the rate
and degree of market acceptance of Nesco's solutions; the success
of other competing technologies that may become available; Nesco's
ability to identify and integrate acquisitions; the performance and
security of Nesco's services; potential litigation involving
Capitol or Nesco; and general economic and market conditions
impacting demand for Nesco's services. Other factors include
the possibility that the proposed transaction does not close,
including due to the failure to satisfy certain closing
conditions. Neither Capitol nor Nesco undertake any
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.
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SOURCE Capitol Investment Corp. IV; Nesco Holdings I, Inc.