Item 8.01. Other Events.
On December 3, 2020, Nesco Holdings, Inc. ("Nesco") issued a press release
announcing that its wholly owned subsidiary had entered into a Purchase and Sale
Agreement (the "Purchase Agreement"), pursuant to which it has agreed to acquire
(the "Acquisition") 100% of the limited partnership interests of Custom Truck
One Source, L.P., a Delaware limited partnership and 100% of the limited
liability company interests of Utility One Source GP LLC, a Delaware limited
liability company (collectively, "CTOS" or "Custom Truck").
Nesco will be holding a conference call and simultaneous presentation to
investors at 8:30 a.m. on December 3, 2020 to discuss the Acquisition. The press
release is attached hereto as Exhibit 99.1 and the investor presentation is
attached hereto as Exhibit 99.2, and each is incorporated herein by reference.
Additional information about the Acquisition will also be included in a
subsequently filed Form 8-K.
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed acquisition of
Custom Truck by Nesco. A special meeting of the stockholders of Nesco will be
announced as promptly as practicable to seek stockholder approval in connection
with the proposed acquisition. Nesco expects to file with the Securities and
Exchange Commission ("SEC") a proxy statement and other relevant documents in
connection with the proposed acquisition. The definitive proxy statement will be
sent or given to the stockholders of Nesco and will contain important
information about the proposed transaction and related matters. INVESTORS AND
STOCKHOLDERS OF NESCO ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NESCO, CUSTOM TRUCK AND
THE ACQUISITION. Investors may obtain a free copy of these materials (when they
are available) and other documents filed by Nesco with the SEC at the SEC's
website at www.sec.gov, at Nesco's website at www.nescospecialty.com or by
sending a written request to Nesco Holdings, Inc., 6714 Pointe Inverness Way,
Suite 220, Fort Wayne, Indiana 46804, Attention: Chief Financial Officer and
Secretary.
Participants in the Solicitation
Nesco and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the acquisition. Information regarding
the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Nesco's stockholders in connection with the
acquisition will be set forth in Nesco's definitive proxy statement for its
special stockholder meeting. Additional information regarding these individuals
and any direct or indirect interests they may have in the acquisition will be
set forth in the definitive proxy statement when it is filed with the SEC in
connection with the Merger. You can find information about Nesco's directors and
executive officers in Nesco's filings with the SEC, including Nesco's definitive
proxy statement for its 2020 Annual Meeting of Stockholders, which was filed
with the SEC on May 1, 2020.
1
Forward Looking Statements
Certain statements contained in this current report 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 current report, 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: the
ability to consummate the acquisition of CTOS and to integrate the acquisition
into the Nesco business; failure to obtain necessary stockholder and regulatory
approvals or to satisfy any of the other conditions related to the acquisition
of CTOS; the ability to realize expected synergies and the timing for any such
realization; projected financial results for Nesco and CTOS, including on a
combined basis; potential litigation associated with the acquisition of CTOS;
the potential impact of the announcement of the acquisition of CTOS on Nesco's
or CTOS's relationships, including with suppliers, customers, employees and
regulators; the impact of the COVID-19 pandemic on Nesco's or CTOS's business
operations, as well as the overall economy; 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, including the acquisition of Truck Utilities; the
performance and security of Nesco's services; potential litigation involving
Nesco; and general economic and market conditions impacting demand for Nesco's
services. For a more complete description of these and other possible risks and
uncertainties, please refer to Nesco's annual report on form 10-K filed with the
securities and exchange commission on March 13, 2020 and quarterly report on
form 10-Q filed with the securities and exchange commission on May 7, 2020, as
well as to Nesco's subsequent filings with the SEC. 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.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Press Release Issued by Nesco Holdings, Inc., dated December 3,
99.1 2020
99.2 Investor Presentation dated December 3, 2020
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
3
© Edgar Online, source Glimpses