Federated Hermes Kaufmann Funds, Wells and Clearbridge among the lead investors in the private placement  of common stock 

FORT WAYNE, Ind. – December 21, 2020 – Nesco Holdings, Inc. (NYSE: NSCO, "Nesco" or the "Company")  today announced that it has entered into an agreement with a group of investors (the “Investors”), for the  private placement of $140 million of common stock to finance in part the previously announced acquisition of  Custom Truck One Source (“Custom Truck”). 

The Investors have committed to purchase 28 million shares of the Company’s common stock at a price of  $5.00 per share upon closing of the transaction. This private placement is expected to replace the need for  Platinum Equity’s backstop, which represented $100 million of the over $850 million of equity that Platinum  Equity has committed in connection with the transaction. 

“This significant investment from a diverse group of high-quality institutional investors underscores the value  creation inherent in the transformational combination of these two companies,” said Mark Ein, Chairman &  CEO of Capitol Investment and Vice Chairman of Nesco. “Due to the strong interest in the offering from both  current shareholders and new ones that enable us to expand our investor base, we chose to increase the size of the offering from the $100 million that we initially sought in this round.”  

“This investment, combined with Platinum Equity’s investment, helps to solidify our new capital structure and is  expected to improve the financial flexibility of the combined company,” said Josh Boone, Chief Financial Officer  of Nesco. “We continue to be excited about the transformational combination with Custom Truck and this equity  raise is an important milestone on a path to a successful closing.” 


Nesco was represented in the transaction by Citigroup, as lead placement agent, with Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Oppenheimer & Co. Inc., Stifel, Nicolaus & Company Inc., CJS  Securities Inc., Colliers Securities LLC and Sidoti & Company LLC acting as co-placement agents. Latham &  Watkins LLP acted as legal advisor.  

About Nesco 

Nesco is one of the largest providers of specialty equipment, parts, tools, accessories and services to the  electric utility transmission and distribution, telecommunications and rail markets in North America. Nesco  offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and  installation of critical infrastructure assets including electric lines, telecommunications networks and rail  systems. Nesco's coast-to-coast rental fleet of more than 4,500 units includes aerial devices, boom trucks,  cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories.  For more information, please visit investors.nescospecialty.com. 

About Custom Truck 

Custom Truck is a leading provider of specialized truck and heavy equipment solutions to the utility,  telecommunications, rail and infrastructure markets in North America. Custom Truck solutions include rentals, sales, aftermarket parts and service, equipment production, manufacturing, financing solutions, and asset  disposal. With vast equipment breadth, Custom Truck’s team of experts service its customers across an  integrated network of 26 locations in North America. For more information, please visit www.customtruck.com. 

Additional Information About the Acquisition and Where to Find It 

This press release 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  investors.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 acquisition. 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.  

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 transaction 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: the ability to consummate the  acquisition of Custom Truck and to integrate the acquisition into the Nesco business; the ability to consummate  the private placement; failure to obtain necessary stockholder and regulatory approvals or to satisfy any of the  other conditions related to the acquisition of Custom Truck; the ability to realize expected synergies and the  timing for any such realization; projected financial results for Nesco and Custom Truck, including on a  combined basis; potential litigation associated with the acquisition of Custom Truck; the potential impact of the  announcement of the acquisition of Custom Truck on Nesco’s or Custom Truck’s relationships, including with  suppliers, customers, employees and regulators; the impact of the COVID-19 pandemic on Nesco’s or Custom  Truck’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; the  performance and security of Nesco’s products and 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. 


Josh Boone, CFO 

(800) 252-0043 


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