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HCHC - HC2 Holdings Inc News Story

$3.37 0.0  0.6%

Last Trade - 01/12/20

Small Cap
Market Cap £119.1m
Enterprise Value £517.5m
Revenue £1.29bn
Position in Universe 4115th / 6434

HC2 Holdings Announces Commencement of Rights Offering

Wed 7th October, 2020 1:44pm
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NEW YORK, Oct. 07, 2020 (GLOBE NEWSWIRE) -- HC2 Holdings, Inc. (“HC2” or
the “Company”) (NYSE: HCHC), a diversified holding company, announced
today that it has commenced its previously announced $65 million common stock
rights offering.

All HC2 stockholders will have the opportunity to participate in the offering
and subscribe for their basic subscription amount of newly issued shares of
common stock in proportion to their respective existing ownership amounts. HC2
stockholders who exercise their respective full basic subscription rights will
have over-subscription privileges giving such HC2 stockholders the option to
subscribe for any shares of common stock that remain unsubscribed at the
expiration of the rights offering. If the aggregate subscriptions (basic
subscriptions plus over-subscriptions) exceed the amount offered in the rights
offering, then the aggregate over-subscription amount will be pro-rated among
the stockholders exercising their respective over-subscription privileges
based on the basic subscription amounts of such stockholders.

The Company is distributing to each holder of the Company’s common stock as
of 5:00 p.m., New York City time, October 2, 2020 (the “rights offering
record date”), one transferable subscription right to purchase 0.5462 shares
of the Company’s common stock at a price of $2.27 per whole share for each
share of the Company’s common stock held as of the rights offering record
date. Holders of the Company’s existing preferred stock that are entitled to
participate in dividend distributions to holders of the Company’s common
stock are also entitled to participate in the rights offering. The Company
will not issue fractional rights or cash in lieu of fractional rights.
Fractional rights will be rounded to the nearest whole number with such
adjustments as may be necessary to ensure that if all rights are exercised,
the Company will receive gross proceeds of approximately $65 million. The
Company will also not issue fractional shares of its common stock. Any
fractional shares of the Company’s common stock created by the exercise of
the rights will be rounded down to the nearest whole share, and any excess
payments in respect thereof will be returned.

The rights offering will be partially backstopped by Lancer Capital LLC
(“Lancer Capital”), an investment fund led by Avram Glazer, the Chairman
of the Board and the Company’s largest stockholder. Lancer Capital has
agreed to exercise and purchase its basic subscription amount and will
participate in the oversubscription privileges as described above for a total
of up to $35 million (inclusive of the basic subscription amount). Lancer
Capital’s backstop commitment will be effected in the manner set forth in
the Investment Agreement entered into with the Company, a copy of which has
been filed by the Company with the SEC.

HC2 expects to use the proceeds from the rights offering for general corporate
purposes, including debt service and for working capital.

Consummation of the rights offering is conditioned upon stockholder approval
of an increase to the number of authorized shares of the Company’s common
stock (the “Authorized Shares Proposal”), which condition may be waived in
whole or in part by the Company.

The Rights Offering will expire at 5:00 p.m., New York City time, on November
20, 2020, unless extended by the Company. The Company may extend the
expiration date if stockholder approval of the Authorized Shares Proposal is
not obtained on or prior to the previously scheduled expiration date. The
Company reserves the right to amend or terminate the rights offering at any
time prior to its expiration date.

The shares of common stock to be issued upon exercise of the rights, like the
Company’s existing shares of common stock, will be listed for trading on the
New York Stock Exchange (the “NYSE”) under the symbol “HCHC.” Although
the rights will be transferrable, the Company does not intend to list the
rights on the NYSE or any other national securities exchange.

The Company expects that the information agent for the rights offering will
mail rights certificates and a copy of the prospectus and prospectus
supplement for the rights offering to stockholders as of the rights offering
record date beginning on or about October 7, 2020. Holders of shares of common
stock in “street name” through a brokerage account, bank or other nominee
will not receive physical rights certificates and must instruct their broker,
bank or nominee whether to exercise subscription rights on their behalf. For
any questions or further information about the rights offering, please call
Okapi Partners LLC, the information agent for the rights offering, at (855)
208-8902 (tollfree).

Neither the Company nor its Board of Directors has, or will, make any
recommendation to stockholders regarding the exercise or sale of rights in the
rights offering. Stockholders should make an independent investment decision
about whether or not to exercise or sell their rights based on their own
assessment of the Company’s business and the rights offering.

The rights offering will be made pursuant to HC2’s effective shelf
registration statement on Form S-3, filed with the SEC on September 9, 2020,
and a prospectus supplement containing the detailed terms of the rights
offering to be filed with the SEC on October 7, 2020. The information in this
press release is not complete and is subject to change. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy the
securities, nor shall there be any offer, solicitation or sale of the
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful under the securities laws of such state or
jurisdiction. The rights offering will be made only by means of a prospectus
and a related prospectus supplement, copies of which will be distributed to
all eligible stockholders as of the rights offering record date on or about
October 7, 2020 and may also be obtained free of charge at the website
maintained by the SEC at www.sec.gov or by contacting the information agent
for the rights offering.

About HC2

HC2 Holdings, Inc. is a publicly traded (NYSE:HCHC) diversified holding
company, which seeks opportunities to acquire and grow businesses that can
generate long-term sustainable free cash flow and attractive returns in order
to maximize value for all stakeholders. HC2 has a diverse array of operating
subsidiaries across multiple reportable segments, including Construction,
Energy, Telecommunications, Life Sciences, Broadcasting, Insurance and Other.
HC2’s largest operating subsidiary is DBM Global Inc., a family of companies
providing fully integrated structural and steel construction services. Founded
in 1994, HC2 is headquartered in New York, New York.

Cautionary Statement Regarding Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: This press release contains, and certain oral statements made by our
representatives from time to time may contain, forward-looking statements
regarding the proposed rights offering, including, among others, statements
related to the expected timing, eligible offerees, backstop purchaser and
expectations regarding participation in the rights offering, the use of
proceeds from the rights offering, the size of the rights offering and other
terms of the rights offering, all of which involve risks, assumptions and
uncertainties, many of which are outside of the Company’s control, and are
subject to change. The consummation of the rights offering is also subject to
certain conditions, including stockholder approval of the Authorized Shares
Proposal and market conditions. Accordingly, no assurance can be given that
the rights offering will be consummated on the terms described above or at
all. All forward-looking statements speak only as of the date made, and
unless legally required, HC2 undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

Investor Relations
Garrett Edson
(212) 235-2691



GlobeNewswire, Inc. 2020
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