Item
7.01 Regulation FD Disclosure.
On July 22, 2019, the
Company issued joint press releases with Nesco announcing (i) the commencement of an offering (the “Bond Offering”)
by Capitol Investment Merger Sub 2, LLC, an indirect subsidiary of the Company, of $475 million of Senior Secured Second Lien Notes
and (ii) selected preliminary unaudited second quarter 2018 financial results for Nesco. In connection with the Bond Offering,
the Company provided certain updated pro forma financial information relating to the Business Combination and certain additional
information relating to the Nesco’s preliminary financial results for the quarter ended June 30, 2019. The press releases,
pro forma update and additional preliminary second quarter financial results information are included as Exhibits 99.1, 99.2, 99.3
and 99.4, respectively, hereto.
In
connection with the foregoing, Nesco has also agreed to waive the condition to closing of the Business Combination pursuant to
the merger agreement between the parties that the amount of cash available to Capitol upon closing of the Business Combination
must not be less than $265 million after giving effect to payment of amounts that Capitol will be required to pay to redeeming
shareholders, subject to certain other conditions and as long as cash available to Capitol after the closing of the Business Combination
is not less than $200 million.
The
information under this Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. The information under this Item 7.01 shall not be incorporated by reference into any
registration statement pursuant to the Securities Act of 1933.
FORWARD
LOOKING STATEMENTS
THIS
REPORT AND THE EXHIBITS HERETO INCLUDE “FORWARD-LOOKING STATEMENTS”. ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS,
ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE
EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,”
“ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,”
“SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
NEITHER
THE COMPANY 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. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS
INCLUDE NESCO’S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND NESCO’S ESTIMATES OF EXPENSES AND FUTURE REVENUES AND
PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE
TO SATISFY CERTAIN CLOSING CONDITIONS.
THIS
REPORT AND THE EXHIBITS HERETO ARE NOT INTENDED TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PERSON MAY DESIRE
IN CONSIDERING AN INVESTMENT IN THE COMPANY AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION IN THE COMPANY.
ADDITIONAL
INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN THE COMPANY’S FILINGS WITH THE SEC. ALL SUBSEQUENT
WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING THE COMPANY AND NESCO, THE PROPOSED BUSINESS COMBINATION OR OTHER MATTERS
AND ATTRIBUTABLE TO THE COMPANY AND NESCO OR ANY PERSON ACTING ON THEIR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE
CAUTIONARY STATEMENTS ABOVE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK
ONLY AS OF THE DATE MADE. NEITHER CAPITOL NOR NESCO UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY
UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS
OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
