FORT WAYNE, Ind., March 17, 2021 /PRNewswire/ -- Nesco
Holdings, Inc. (NYSE: NSCO, "Nesco") announced today that, in
anticipation of the previously announced proposed business
combination (the "proposed business combination") of its wholly
owned subsidiary Nesco Holdings II, Inc. (the "Issuer") with Custom
Truck One Source, L.P. ("Custom Truck"), the Issuer has priced an
offering of $920 million aggregate
principal amount of 5.500% senior secured second lien notes due
2029 (the "Notes"). The sale of the Notes is expected to be
consummated on or about April 1,
2021, subject to customary closing conditions. 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, as well as other sources, 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
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 business combination and the offering of Notes 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
giving effect to the proposed business combination: 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 proposed
business combination or result in the imposition of conditions that
could reduce the anticipated benefits from the proposed business
combination; 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 the
proposed business combination, 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 proposed business combination; expenses associated with the
proposed business combination and a potential inability to
integrate the combined business; impacts of the accounting
treatment applicable to the proposed business combination; the risk
that the cost savings, synergies and growth from the proposed
business combination 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 proposed
business combination; 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, Chief Financial Officer
800.252.0043
investors@nescospecialty.com
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SOURCE Nesco Holdings, Inc.
