PRE 14A 1 pre14a1220_nescoholding.htm PRELIMINARY PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

NESCO HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Title of each class of securities to which transaction applies:

       

 

   

(2)

 

Aggregate number of securities to which transaction applies:

       

 

   

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED        , 2020

NESCO HOLDINGS, INC.
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana

Dear Nesco Holdings, Inc. Stockholder:

We cordially invite you to attend a special meeting of the stockholders of Nesco Holdings, Inc., a Delaware corporation (“we,” “us,” “our” the “Company” or “Nesco”), which will be held on         , 2021, at 10:00 a.m., Eastern time at https://         (the “special meeting”). In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, Nesco has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://         and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the special meeting, our stockholders will be asked to consider and vote upon:

1.      a proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, (I) the issuance, (a) pursuant to the Investment Agreement of (i) between 140,000,000 and 152,600,000 newly issued shares of common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, as a backstop to the Supplemental Equity Financing, in each case, to Platinum; (b) pursuant to the Investment Agreement, of shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000 (for the avoidance of doubt, including the Supplemental Equity Financing) and (c) pursuant to the Rollover Agreements, of an aggregate of 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, to Blackstone and certain other direct and/or indirect equity holders of Custom Truck One Source, L.P. (“Custom Truck”) and (II) the change of control resulting from the foregoing (collectively, the “NYSE Proposal”);

2.      four separate proposals to approve Nesco’s proposed amended and restated certificate of incorporation (the “Proposed Charter”), in the form attached to the proxy statement as Annex B, in connection with the Transaction (collectively, the “Charter Proposals,” together with the NYSE Proposal, the “Condition Precedent Proposals”); and

3.      a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals (the “Adjournment Proposal”). The Adjournment Proposal will be presented at the special meeting only if there are not sufficient votes to approve the Condition Precedent Proposals.

Each of these proposals is more fully described in the proxy statement, which you are encouraged to read carefully. The Closing is subject to the requisite Stockholder Approval of the NYSE Proposal and the Charter Proposals.

We are providing the proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Information about the special meeting, the Transaction and other related business to be considered by Nesco’s stockholders at the special meeting is included in the proxy statement. Whether or not you plan to attend the special meeting, we urge all of our stockholders to read the proxy statement, including the Annexes and the accompanying financial statements of Nesco and Custom Truck, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors.

 

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After careful consideration, the board of directors of Nesco (the “Board”) unanimously approved the Transaction and determined that the Transaction Agreements and the transactions contemplated thereby, including the Issuance and the adoption of the Proposed Charter, are advisable, fair to and in the best interests of Nesco and its stockholders, and the Board unanimously recommends that our stockholders vote “FOR” the approval of the NYSE Proposal, “FOR” the approval of each of the Charter Proposals and “FOR” the approval of the Adjournment Proposal. In considering the recommendation of our Board to vote in favor of the Transaction, stockholders should be aware that aside from their interests as stockholders, certain members of our Board and officers have interests in the Transaction that are different from, or in addition to, those of our other stockholders. Stockholders should take these interests into account in deciding whether to approve the Transaction. For additional information, please see the section entitled “Interests of Certain Persons in the Transaction.”

Your vote is very important.    Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in the proxy statement to make sure that your shares are represented at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. Even if you have voted by proxy, you may still vote during the special meeting by visiting https://        . To participate in the special meeting, you will need the 12-digit control number assigned by Continental Stock Transfer & Trust Company included on your proxy card or obtained from them via email.

If you submit your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the special meeting. If you fail to return your proxy card, and do not virtually attend the special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record and you attend the special meeting and wish to vote during the special meeting, you may withdraw your proxy and vote at the special meeting.

On behalf of the Board, we would like to thank you for your support of Nesco Holdings, Inc. and look forward to a successful completion of the Transaction.

              , 2021 Sincerely,

     

 

Dyson Dryden
Co-Chairman

     

William Plummer
Co-Chairman

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement is dated             , 2021, and is expected to be first mailed to our stockholders on or about             , 2021.

 

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NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF NESCO HOLDINGS, INC.

TO BE HELD ON,          2021

To the Stockholders of Nesco Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Nesco Holdings, Inc., a Delaware corporation (“Nesco”), will be held on, 2021, at 10:00 a.m., Eastern time at https://        . You are cordially invited to attend the special meeting to conduct the following items of business:

•        NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, (I) the issuance, (a) pursuant to the Investment Agreement of (i) between 140,000,000 and 152,600,000 newly issued shares of common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, as a backstop to the Supplemental Equity Financing, in each case, to Platinum; (b) pursuant to the Investment Agreement, of shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000 (including, for the avoidance of doubt the consummation of the Supplemental Equity Financing); and (c) pursuant to the Rollover Agreements, of an aggregate of 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, to Blackstone and certain other direct and/or indirect equity holders of Custom Truck and (II) the change of control resulting from the foregoing.

•        Charter Proposals — To consider and vote upon four separate proposals to approve the Proposed Charter, in the form attached to the proxy statement as Annex B, in connection with the Transaction.

•        Adjournment Proposal To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

The above matters are more fully described in the proxy statement, which also includes, as Annex A and Annex D, respectively, a copy of each of the Purchase Agreement and the Investment Agreement. We urge you to read carefully the proxy statement in its entirety, including the Annexes and accompanying financial statements of Nesco and Custom Truck.

In light of ongoing developments related COVID-19, after careful consideration, Nesco has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://         and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. The record date for the special meeting is,          2021. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for 10 days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of the NYSE Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present (in person or by proxy) at the special meeting entitled to vote thereon at the special meeting. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting.

 

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A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting and a broker non-vote on any of the Charter Proposals will have the same effect as a vote “AGAINST” any such proposal. An abstention from voting on any of the NYSE Proposal or the Adjournment Proposal will have the same effect as a vote “AGAINST” any such proposal. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and a broker non-vote on any of the NYSE Proposal or the Adjournment Proposal will have no effect on the outcome of any such proposal.

The Board unanimously recommends that you vote “FOR” each of these proposals.

              , 2021 By Order of the Board of Directors,

 

     

 

Dyson Dryden
Co-Chairman

     

William Plummer
Co-Chairman

 

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Clause

 

Page

CERTAIN DEFINED TERMS

 

v

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

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SUMMARY OF THIS PROXY STATEMENT

 

1

SELECTED HISTORICAL FINANCIAL INFORMATION

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

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RISK FACTORS

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

 

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SPECIAL MEETING OF STOCKHOLDERS

 

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THE TRANSACTION AND THE TRANSACTION AGREEMENTS

 

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PROPOSAL NO. 1 — THE NYSE PROPOSAL

 

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CHARTER PROPOSALS

 

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PROPOSAL NO. 2 — CHARTER PROPOSAL A — APPROVAL OF CHANGE TO AUTHORIZED CAPITAL STOCK, AS SET FORTH IN THE PROPOSED CHARTER

 

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PROPOSAL NO. 3 — CHARTER PROPOSAL B — APPROVAL OF CHANGE TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT

 

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PROPOSAL NO. 4 — CHARTER PROPOSAL C — APPROVAL OF CERTAIN BUSINESS COMBINATION PROVISIONS IN THE PROPOSED CHARTER

 

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PROPOSAL NO. 5 — CHARTER PROPOSAL D — APPROVAL OF THE PROPOSED CHARTER

 

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PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

 

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INFORMATION ABOUT NESCO

 

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NESCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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INFORMATION ABOUT CUSTOM TRUCK

 

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CUSTOM TRUCK’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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MANAGEMENT AND DIRECTORS AFTER THE TRANSACTION

 

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DESCRIPTION OF NESCO CAPITAL STOCK AFTER THE TRANSACTION

 

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BENEFICIAL OWNERSHIP OF SECURITIES

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITORS

 

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APPRAISAL RIGHTS

 

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HOUSEHOLDING INFORMATION

 

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TRANSFER AGENT AND REGISTRAR

 

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SUBMISSION OF STOCKHOLDER PROPOSALS

 

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WHERE YOU CAN FIND MORE INFORMATION

 

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ANNEX A — PURCHASE AND SALE AGREEMENT

 

A-1

ANNEX B — PROPOSED CHARTER OF NESCO

 

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ANNEX C — PROPOSED BYLAWS OF NESCO

 

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ANNEX D — COMMON STOCK PURCHASE AGREEMENT

 

D-1

ANNEX E — VOTING AND SUPPORT AGREEMENT

 

E-1

ANNEX F — FAIRNESS OPINION OF J.P. MORGAN

 

F-1

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, and the other documents referred to herein, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Certain Defined Terms.”

•        Nesco Holdings, Inc., a Delaware corporation, serves as the parent for our primary operating company, NESCO, LLC. NESCO, LLC, an Indiana limited liability company, together with its wholly owned subsidiaries, is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution, telecom and rail industries in North America. Nesco offers its specialized equipment to a diverse customer base used primarily for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. For more information about Nesco Holdings, Inc. and its affiliates that are party to the transactions described in this proxy statement, please see the section entitled “Information About Nesco.”

•        Custom Truck One Source, L.P., a Delaware limited partnership, is a leading provider of specialty equipment, primarily serving the electric utility transmission and distribution, rail and other infrastructure-related end-markets in North America. Its equipment is used primarily for the maintenance, repair, upgrade, and installation of critical infrastructure. Custom Truck One Source, L.P., operates with a differentiated “one-stop-shop” business model, offering equipment rental, new and used equipment sales, and aftermarket parts and service out of 26 locations across the U.S. and Canada. Custom Truck One Source, L.P. and its customers also benefit from its sophisticated sourcing model and large-scale integrated production and customization capabilities, which enhance the quality and diversity of its equipment offerings, reduce both cost and lead times for equipment sales and provide greater flexibility to optimize its rental fleet. These attributes, together with a strong reputation built over many years, position Custom Truck One Source, L.P. to capitalize on attractive secular growth trends across its end-markets. For more information about Custom Truck One Source, L.P. and its affiliates that are party to the transactions described in this proxy statement, please see the section entitled “Information About Custom Truck.”

•        On December 3, 2020, Nesco Holdings, Inc. and Nesco Holdings II, Inc., a subsidiary of Nesco Holdings, Inc., certain affiliates of The Blackstone Group Inc. (direct and indirect equity holders of Custom Truck One Source, L.P.) and other direct and indirect equity holders of Custom Truck One Source, L.P., among other parties, entered into a purchase and sale agreement pursuant to which Nesco Holdings, Inc. will indirectly acquire 100% of the partnership interests of Custom Truck One Source, L.P. See “The Transaction and the Transaction Agreements — The Purchase Agreement — General Description of the Purchase Agreement.”

•        In connection with its acquisition of Custom Truck One Source, L.P., Nesco Holdings, Inc. entered into a common stock purchase agreement, dated December 3, 2020 with PE One Source Holdings, LLC providing for the sale of common stock to PE One Source Holdings, LLC, the proceeds of will be between $700 million and $763 million, and which proceeds will be used in part to fund the purchase of Custom Truck One Source, L.P. Pursuant to such common stock purchase agreement, Nesco Holdings, Inc. also agreed to use its reasonable best efforts to sell shares of common stock to investors other than PE One Source Holdings, LLC in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000. Such common stock purchase agreement provides for the additional issuance of common stock yielding proceeds of no more than $100,000,000, if necessary, to backstop such third party issuance. See “The Transaction and the Transaction Agreements — Common Stock Purchase Agreement.”

•        In connection with its obligations under the common stock purchase agreement described in the prior paragraph, Nesco Holdings, Inc. entered into subscription agreements providing for the sale of 28,000,000 shares of common stock in a private placement at a price of $5.00 per share to investors other than PE One Source Holdings, LLC. See “The Transaction and the Transaction Agreements — Common Stock Purchase Agreement — Other Covenants and Agreements.”

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•        In connection with its acquisition of Custom Truck One Source, L.P., Nesco Holdings, Inc. entered into certain rollover and contribution agreements, each dated December 3, 2020, by and between Nesco Holdings, Inc. and certain direct and indirect equity holders of Custom Truck One Source, L.P., entered into in connection with the rollover of equity in Custom Truck One Source, L.P. with a value of approximately $100 million in exchange for Nesco Holdings, Inc. common stock at a price of $5.00 per share. See “The Transaction and the Transaction Agreements — Rollover Agreements.”

•        In connection with its acquisition of Custom Truck One Source, L.P., Nesco Holdings, Inc. entered into a debt commitment letter, dated December 3, 2020, with Bank of America, N.A., BofA Securities, Inc. and PE One Source Holdings, LLC, providing for, subject to the satisfaction of certain conditions, an asset-based revolving credit facility in an aggregate principal amount of $750.0 million, $400.0 million of which shall be available on the closing date to finance the purchase price or, when determined, for working capital adjustments payable under the purchase agreement; and an issuance of secured high yield notes yielding $1.0 billion in gross cash proceeds and/or to the extent that the issuance of such notes yields less than $1.0 billion in gross cash proceeds or such cash proceeds are otherwise unavailable to consummate the transactions contemplated by this proxy statement, loans under a senior secured bridge facility yielding up to $1.0 billion in gross cash proceeds (less the gross cash proceeds received from the notes and available for use, if any). See “Note 4 to Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.”

•        In connection with the acquisition of Custom Truck One Source, L.P., the largest stockholders of Nesco Holdings, Inc. (collectively representing approximately 70% of Nesco Holdings, Inc.’s outstanding common stock) agreed to vote in favor of the transactions contemplated by this proxy statement, subject to certain conditions, including the “ratchet down” of the aggregate number of shares required to vote in favor of the transaction to 39.0% of the total number of Nesco’s outstanding shares of common stock upon a change of recommendation by the board of directors of Nesco Holdings, Inc. See “The Transaction and the Transaction Agreements — The Voting Agreement.”

•        As of           , 2021, the record date for the Special Meeting, there were            shares of Nesco Holdings, Inc. common stock issued and outstanding.

•        On the terms and conditions set forth in the investment agreement, Nesco Holdings, Inc. expects to issue 147,800,000 shares of common stock to PE One Source Holdings, LLC or certain of its affiliates at a price per share of $5.00.

•        On the terms and conditions set forth in the subscription agreements described above, Nesco Holdings, Inc. expects to issue 28,000,000 shares of common stock at a price of $5.00 per share.

•        Nesco Holdings, Inc. anticipates entering into an asset-based revolving credit facility in an aggregate principal amount of $750.0 million and anticipates drawing initial borrowings of up to $400.0 million in order to consummate the transactions described in this proxy statement.

•        Nesco Holdings, Inc. anticipates issuing $960 million in senior secured high yield notes, the proceeds of which will be used to consummate the transactions described in this proxy statement.

•        It is anticipated that, upon completion of the Transactions: (i) Nesco Holdings, Inc.’s current shareholders will own approximately 20% of Nesco Holdings, Inc., (ii) affiliates of PE One Source holdings, LLC, will own approximately 60% of Nesco Holdings, Inc. and (iii) affiliates of the Blackstone Group Inc. will own approximately 7% of Nesco Holdings, Inc. (in each case excluding warrants).

•        The board of directors of Nesco Holdings, Inc. conducted an overall review of the factors identified in this proxy statement that relate to the transaction described herein and considered the factors overall to be favorable to and to support its determination to approve the transactions described herein.. See “The Transactions and the Transaction Related Agreements — Nesco’s Reason for the Transaction; Recommendation of the Nesco Board of Directors.”

•        At the Special Meeting, the shareholders of the Company will be asked to consider and vote upon:

•        NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, (I) the issuance, (a) pursuant to the

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investment agreement described above of (i) between 140,000,000 and 152,600,000 newly issued shares of common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, as a backstop to the additional equity financing described above, in each case, to Platinum; (b) pursuant to the investment agreement described above, of shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000; and (c) pursuant to the rollover agreements described above, of an aggregate of 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, to affiliates of The Blackstone Group Inc. and certain other direct and/or indirect equity holders of Custom Truck and (II) the change of control resulting from the foregoing;

•        Charter Proposals — four separate proposals to approve the proposed charter, in the form attached to the proxy statement as Annex B, in connection with the transactions described in this proxy statement; and

•        Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the two forgoing proposals. The adjournment proposal will only be presented at the special meeting if there are not sufficient votes to approve the two forgoing proposals.

Certain of Nesco’s stockholders holding approximately 70% of Nesco’s outstanding shares have entered into a voting support agreement to vote in favor of the proposals described above. Accordingly, unless the Board changes its recommendation (in which case the percentage of common stock bound by the Voting Agreement decreases to 39.0%, as explained in the section entitled “The Transactions and Transaction Agreement — The Voting Agreement”), the vote of such stockholders is sufficient for the adoption of the proposals, regardless of how any other Nesco stockholder votes. Please see the sections entitled “Proposal No. 1 — The NYSE Proposal,” “Proposal No. 2 — Charter Proposal A — Approval of Change to Authorized Capital Stock, As Set Forth in the Proposed Charter,” “Proposal No. 3 — Charter Proposal B — Approval of Change to Permit Stockholder Action By Written Consent,” “Proposal No. 4 — Charter Proposal C — Approval of Certain Business Combination Provisions in the Proposed Charter,” “Proposal No. 5 — Charter Proposal D — Approval of the Proposed Charter,” and “Proposal No. 6 — The Adjournment Proposal.”

•        Unless waived by the parties to the transaction agreements, and subject to applicable law, the closing of the transactions described in this proxy statement are subject to a number of conditions set forth in the applicable agreements. See “The Transactions and Transaction Agreements — The Purchase Agreement — Conditions to the Closing” and “The Transactions and Transaction Agreements — Common Stock Purchase Agreement — Conditions to the Subscription.”

•        The transaction agreements may be terminated at any time prior to the consummation of the transactions upon agreement of the parties thereto or in specified circumstances. See “The Transactions and Transaction Agreements — The Purchase Agreement — Termination of the Purchase Agreement” and “The Transactions and Transaction Agreements — Common Stock Purchase Agreement — Termination of the Investment Agreement” and “The Transaction and Transaction Agreements — The Voting Agreement — Termination.”

•        The proposed transactions involve numerous risks. See “Risk Factors” beginning on page 18 of this proxy statement.

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CERTAIN DEFINED TERMS

In this proxy statement, unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Nesco” refer to Nesco Holdings, Inc.

In this proxy statement:

Acquisition” means the acquisition of 100% of the partnership interests of Custom Truck and the Blocker Companies pursuant to the Purchase Agreement.

Adjournment Proposal” means the proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals.

Amended and Restated Stockholders’ Agreement” means the Amended and Restated Stockholders’ Agreement to be entered into by Nesco, Platinum, Blackstone, certain affiliates of ECP and Capitol.

Blackstone” means collectively, the investment funds associated with The Blackstone Group Inc.

Board” means the board of directors of Nesco.

Buyer” means Nesco Holdings II, Inc., a subsidiary of Nesco.

Capitol” means collectively Capitol Acquisition Founder IV, LLC and Capitol Acquisition Management IV, LLC.

Charter Proposals” means the proposals to approve Nesco’s Proposed Charter, in the form attached to this proxy statement as Annex B and detailed in Proposal No. 2 through Proposal No. 5 of this proxy statement, in connection with the Transaction.

Closing” means the closing of the Transaction.

Closing Date” means the closing date of the Transaction.

Code” means the Internal Revenue Code of 1986, as amended.

combined business” means the combined business of Custom Truck and Nesco and its subsidiaries following the consummation of the Transaction.

common stock” means the shares of common stock, par value $0.0001 per share, of Nesco.

Condition Precedent Proposals” means the NYSE Proposal and the Charter Proposals.

Custom Truck” means Custom Truck One Source, L.P.

Current Bylaws” means the bylaws of Nesco that are currently in effect, as of the date of this proxy statement.

Current Charter” means the certificate of incorporation, dated July 30, 2019, of Nesco that is currently in effect, as of the date of this proxy statement.

Debt Commitment Letter” means the debt commitment letter dated December 3, 2020, by and among Bank of America, N.A., BofA Securities, Inc., Nesco Holdings, Inc. and PE One Source Holdings, LLC, as amended and/or supplemented from time to time.

Debt Financing” means the debt financing contemplated by the Debt Commitment Letter necessary to fund a portion of the consideration to be paid pursuant to the terms of the Purchase Agreement, to repay, redeem, defease or otherwise discharge third-party indebtedness of Nesco and Custom Truck and to pay fees and expenses related to the foregoing.

DGCL” means the General Corporation Law of the State of Delaware.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Floorplan Financing” means (a) the Inventory Loan, Guaranty and Security Agreement, dated as of August 15, 2017, by and among Custom Truck & Equipment, LLC, the other credit parties, the lenders and PNC Equipment Finance, LLC, as amended by the First Amendment to Inventory Loan, Guaranty and Security Agreement, dated as

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of May 4, 2018, the Second Amendment to Inventory Loan, Guaranty and Security Agreement, dated as of May 4, 2018, the Third Amendment to Inventory Loan, Guaranty and Security Agreement, dates as of June 4, 2018, the Fourth Amendment to Inventory Loan, Guaranty and Security Agreement, dated as of November 30, 2018, the Fifth Amendment to Inventory, Loan, Guaranty and Security Agreement, dated as of August 5, 2019, and the Sixth Amendment to Inventory Loan, Guaranty and Security Agreement, dated as of August 30, 2019, (b) the Wholesale Financing Agreement, dated as of March 13, 2006 between Custom Truck & Equipment, LLC and Mercedes-Benz Financing Services USA LLC (successor in interest to DaimlerChrysler Financial Services Americas LLC), as amended by the Amendment to Wholesale Financing Agreement, dated as of January 30, 2015 and the Terms and Conditions to Wholesale Financing Agreement, dated as of January 30, 2019, and (c) the Inventory Financing Agreement, dated as of June 2, 2020, between Custom Truck & Equipment, LLC and PACCAR Financial Corp.

Floorplan Financing Facilities” means those certain financing agreements governing the Floorplan Financing.

GAAP” means generally accepted accounting principles in the United States.

Investment Agreement” means the Common Stock Purchase Agreement, dated December 3, 2020, by and between Nesco and Platinum, as the same may be amended or supplemented from time to time.

Issuance” means, collectively, the issuance of shares of common stock in the Subscription, the Supplemental Equity Financing and the Rollover.

New ABL Facility” means that certain ABL Facility providing for aggregate commitments of up to $750 million, subject to a borrowing base, $400 million of which is available to be drawn at Closing, expected to be entered into in connection with the Debt Financing.

Notes” means senior secured notes pursuant to Rule 144A or other private placement issued by Nesco or one of its subsidiaries, the proceeds of which are used to consummate the Transaction.

NYSE” means the New York Stock Exchange.

NYSE Proposal” means the proposal to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares of common stock pursuant to the Issuance, and related change of control.

OEC” means original equipment cost.

Proposed Bylaws” means the proposed amended and restated bylaws of Nesco, substantially in the form attached hereto as Annex C, which will become Nesco’s bylaws upon the Closing.

Proposed Charter” means the proposed amended and restated certificate of incorporation of Nesco, in the form attached hereto as Annex B, which will become Nesco’s certificate of incorporation upon the approval of the Charter Proposal, assuming the consummation of the Transaction.

PTA” means parts, tools and accessories.

Purchase Agreement” means the Purchase and Sale Agreement, dated December 3, 2020, by and among Nesco and Nesco Holdings II, Inc., a subsidiary of Nesco, certain affiliates of Blackstone and other direct and indirect equity holders of Custom Truck, Sellers’ Representative and, solely with respect to Section 9.04 of the Purchase Agreement, Platinum, as the same may be amended or supplemented from time to time.

Platinum” means PE One Source Holdings, LLC.

Platinum Fund V” means Platinum Equity Capital Partners V, L.P., a Delaware limited partnership.

Rollover” means the contribution by certain equity holders of Custom Truck and/or the Blocker Companies, as applicable, of a portion of their equity interests in Custom Truck and/or the Blocker Companies, as applicable, with an aggregate value of approximately $100 million in exchange for shares of Nesco’s common stock, valued at $5.00 per share together with such other Sellers, to the extent any additional Sellers elect to similarly contribute their equity interests in Custom Truck and/or the Blocker Companies, as applicable, in exchange for shares of Nesco common stock and execute a rollover agreement in substantially the same form as the Rollover Agreements.

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Rollover Agreements” means those certain Rollover and Contribution Agreements, each dated December 3, 2020, by and between Nesco and certain direct and indirect equity holders of Custom Truck, entered into in connection with the Rollover together with such other rollover agreements entered into with any Seller in connection with the Rollover.

SEC” means the U.S. Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Sellers” means the direct and indirect equity holders of Custom Truck.

Sellers’ Representative” means Blackstone Capital Partners VI-NQ L.P.

“special meeting” means the special meeting of the stockholders of Nesco that is the subject of this proxy statement.

Stockholder Approval” means, collectively, the approval at the special meeting by (i) with respect to the NYSE Proposal, the affirmative vote of a majority of the shares of common stock present in person, which would include voting at the virtual special meeting, or by proxy at the special meeting entitled to vote thereon at the special meeting and (ii) with respect to the Charter Proposals, the affirmative vote in person, which would include voting at the virtual special meeting, or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting.

Subscription” means the issuance and sale to Platinum of (i) common stock, for an aggregate purchase price in the range of $700 million to $763 million, with the specific amount to be calculated in accordance with the Investment Agreement based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement, and (ii) additional shares of common stock for an aggregate purchase price of not more than $100 million, if necessary, in connection with the Supplemental Equity Financing.

Supplemental Equity Financing” means the sale of 28,000,000 shares of common stock in a private placement at a price per share of $5.00 for aggregate proceeds of $140 million.

Transaction” means, collectively, the Acquisition, the Rollover, the Subscription, the Supplemental Equity Financing and the Debt Financing.

Transaction Agreements” mean, collectively, the Purchase Agreement, the Investment Agreement, the Rollover Agreements and the Debt Commitment Letter.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Voting Agreement” means the Voting and Support Agreement, dated as of December 3, 2020, by and among Platinum, ECP and Capitol, as the same may be amended or supplemented from time to time.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Any statements made in this proxy statement and the documents incorporated herein by reference that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations of Nesco and Custom Truck, including descriptions of Nesco’s and Custom Truck’s business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this proxy statement and the documents incorporated herein by reference, you should understand that these statements are not guarantees of performance or results. The forward looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Some important factors that may materially affect such forward-looking statements and projections include:

•        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 a condition to closing of the Transaction may not be satisfied or that one of more of the Transaction Agreements may be terminated in accordance with its terms and the Transaction may not be completed, including the risk that we may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed Transaction or cause the parties to abandon the proposed Transaction;

•        the cyclical demand for our services and vulnerability to industry downturns and regional and national downturns;

•        fluctuations in our revenue and operating results;

•        our 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 our ability to procure such equipment in a timely fashion;

•        our ability to successfully integrate acquired businesses;

•        our ability to recruit and retain experienced personnel;

•        the impact of the current or additional unionization of our work force;

•        the effect of disruptions in our information technology systems, including our customer relationship management system;

•        our ability to obtain additional capital on commercially reasonable terms;

•        our ability to renew our leases upon their expiration;

•        our ability to keep pace with technological developments;

•        potential disruptions at our production and manufacturing locations;

•        the potential impact of material weaknesses in our system of internal controls;

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•        the impact of third party reports on market perception of our financial performance;

•         unfavorable conditions or further disruptions in the capital and credit markets;

•        our relationships with equipment suppliers and dependence on key suppliers to obtain adequate or timely equipment;

•        our 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;

•        our ability to collect on accounts receivable;

•        risks related to our 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 our services;

•        safety and environmental requirements that may subject us to unanticipated liabilities; and

•        the complexity of complying with multiple regulatory regimes due to our geographic breadth;

•        the length of time necessary to consummate the Transaction, 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 Transaction;

•        expenses associated with the Transaction and a potential inability to integrate the combined business;

•        impacts of the accounting treatment applicable to the Transaction;

•        the risk that the cost savings, synergies and growth from the Transaction may not be fully realized or may take longer to realize than expected;

•        the uncertainty associated with our pro forma condensed combined financial information;

•        the amount and nature of the debt incurred to finance the Transaction; and

•        other factors discussed under the heading “Risk Factors” or elsewhere in this proxy statement.

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this proxy statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the Transaction. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the Transaction and the voting procedures for the special meeting, which will be held on           , 2021, at 10:00 a.m., Eastern time, at https://                         .

Q:     Why am I receiving this proxy statement?

A:     Nesco stockholders are being asked to consider and vote upon, among other things, proposals to (a) approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares of common stock pursuant to the Issuance, and related change of control and (b) approve Nesco’s Proposed Charter in connection with the Transaction. In addition, Nesco stockholders are being asked to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

This proxy statement and its annexes contain important information about the proposed Transaction and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:     When and where is the special meeting?

A:     The special meeting will be held on           , 2021, at 10:00 a.m., Eastern time at https://                       .

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for Nesco and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of Nesco’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://                        . To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

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Q:     What are the specific proposals on which I am being asked to vote at the special meeting?

A:     Nesco’s stockholders are being asked to approve the following proposals:

•        NYSE Proposal — A proposal to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares of common stock pursuant to the Issuance, and related change of control.

•        Charter Proposals — Four separate proposals to approve Nesco’s Proposed Charter, in the form attached to this proxy statement as Annex B, in connection with the Transaction, which proposals relate to approval of (i) increasing the authorized capital stock of Nesco, (ii) permitting stockholder action by written consent in certain circumstances, (iii) including certain business combination provisions analogous to Section 203 of the DGCL and (iv) the adoption of the Proposed Charter generally.

•        Adjournment Proposal — A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

Q:     Are the proposals conditioned on one another?

A:     Yes, the Closing is conditioned on the approval of the NYSE Proposal and each of the Charter Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

Q:     What will happen in the Transaction?

A:     On December 3, 2020, Nesco and Nesco Holdings II, Inc., a subsidiary of Nesco (“Buyer”), entered into the Purchase Agreement with certain affiliates of Blackstone and other direct and indirect equity holders (collectively, “Sellers”) of Custom Truck, Blackstone Capital Partners VI-NQ L.P. (“Sellers’ Representative”) and, solely with respect to Section 9.04 of the Purchase Agreement, Platinum, pursuant to which Buyer has agreed to acquire, directly and indirectly, 100% of the partnership interests of Custom Truck (collectively, the “Acquisition”). Upon consummation of the Acquisition, Sellers will receive a base purchase price of $1.475 billion, subject to customary adjustments in respect of the cash, indebtedness, net working capital, and transaction expenses of Custom Truck as of the Closing (as described below), as well as an adjustment on the basis of the original equipment cost of the rental fleet inventory owned by Custom Truck as of the Closing Date. In connection with the Acquisition, Nesco and certain Sellers entered into Rollover and Contribution Agreements (“Rollover Agreements”), pursuant to which such Sellers agreed to contribute a portion of their direct and indirect equity interests in Custom Truck with an aggregate value of $100 million in exchange for shares of Nesco’s common stock, valued at $5.00 per share. The contributions of equity interests in exchange for shares of common stock contemplated by the Rollover Agreements will be consummated immediately prior to the Closing.

On December 3, 2020, Nesco also entered into the Investment Agreement with Platinum, relating to the issuance and sale (the “Subscription”) to Platinum of (i) common stock, for an aggregate purchase price in the range of $700 million to $763 million, with the specific amount to be calculated in accordance with the Investment Agreement based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement, and (ii) additional shares of common stock for an aggregate purchase price of not more than $100 million, if necessary, in connection with the Supplemental Equity Financing (as defined below). The shares of common stock issued and sold to Platinum will have a purchase price of $5.00 per share. Nesco has also entered into subscription agreements in connection with the Supplemental Equity Financing. The proceeds of the Subscription and the Supplemental Equity Financing will be used to pay a portion of the purchase price in the Acquisition and other fees and expenses. To the extent the proceeds of the Subscription, the Supplemental Equity Financing and the Debt Financing exceed the amount required to pay the purchase price, fees and expenses related to the Transaction and indebtedness required to be discharged in connection therewith, the amount of any Debt Financing will be correspondingly reduced.

In connection with entering into the Purchase Agreement, Nesco and Platinum entered into a debt commitment letter dated December 3, 2020, as amended and/or supplemented from time to time (the “Debt Commitment Letter”), with Bank of America, N.A. and BofA Securities, Inc. (the “Commitment Parties”), pursuant to which

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the Commitment Parties have agreed to provide a portion of the financing necessary to fund (to the extent not funded with the proceeds of the Notes) the consideration to be paid pursuant to the terms of the Purchase Agreement, to repay, redeem, defease or otherwise discharge third-party indebtedness of Nesco and Custom Truck and to pay fees and expenses related to the foregoing.

The Debt Financing is anticipated to consist of the following:

•        an asset-based revolving credit facility in an aggregate principal amount of $750.0 million, $400.0 million of which shall be available on the closing date to finance the purchase price or, when determined, for working capital adjustments payable under the Purchase Agreement; and

•        an issuance of Notes yielding $1.0 billion in gross cash proceeds and/or to the extent that the issuance of such Notes yields less than $1.0 billion in gross cash proceeds or such cash proceeds are otherwise unavailable to consummate the Transaction, loans under a senior secured bridge facility yielding up to $1.0 billion in gross cash proceeds (less the gross cash proceeds received from the Notes and available for use, if any).

Q:     How will the Transaction impact the shares of Nesco common stock?

A:     Other than the dilutive impact described in the following sentence, the Transaction will have no impact on the shares of Nesco outstanding prior to the Closing. In the Transaction, (i) between 140,000,000 and 152,600,000 shares of common stock will be issued to Platinum in the Subscription, (ii) 20,000,000 shares of common stock will be issued in the aggregate to Blackstone and other Custom Truck sellers in the Rollover and (iii) 28,000,000 shares of common stock will be issued in the Supplemental Equity Financing.

Q:     Will the Board or management of Nesco change in the Transaction?

A:     Yes, at Closing, the Board will be reconstituted to include up to 11 directors, with up to 7 directors designated by Platinum, 1 director designated by each of ECP, Capitol and Blackstone and the chief executive officer of Nesco. Three of the directors will be independent directors. Fred Ross, chief executive officer of Custom Truck, is expected to serve as chief executive officer of Nesco following the Closing. In addition, Ryan McMonagle, chief operating officer of Custom Truck, is expected to serve as chief operating officer of Nesco following the Closing. Platinum’s director designees will have a majority of the voting power of the Board at Closing.

Q:     What conditions must be satisfied to complete the Transaction?

A:     There are a number of closing conditions in the Purchase Agreement and the Investment Agreement, including the approval by Nesco’s stockholders of the NYSE Proposal and the Charter Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the sections entitled “The Transaction and the Transaction Agreements — The Purchase Agreement — Conditions to the Closing” and “The Transaction and the Transaction Agreements — Common Stock Purchase Agreement — Conditions to the Subscription.”

Q:     Why is Nesco proposing the NYSE Proposal?

A:     We are proposing the NYSE Proposal because Nesco’s common stock is listed on the NYSE and, as a result, Nesco is subject to certain NYSE listing rules and regulations. Pursuant to Section 312.03(c) of the NYSE Listed Company Manual, subject to certain exceptions, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. In addition, pursuant to Section 312.03(d) of the NYSE Listed Company Manual, stockholder approval is required for any issuance that will result in a change of control of the issuer. We are seeking stockholder approval of the Issuance (including the Subscription, the Supplemental Equity Financing and the Rollover), under Section 312.03(c) and Section 312.03(d) of the NYSE Listed Company Manual. For additional information, please see the section entitledProposal No. 1 — The NYSE Proposal.”

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Q:     Why is Nesco proposing the Charter Proposals?

A:     We are proposing the Charter Proposals because the adoption of the Proposed Charter requires Nesco stockholder approval under the DGCL. For additional information, please see the section entitled “The Charter Proposals.”

Q:     Why is Nesco proposing the Adjournment Proposal?

A:     We are proposing the Adjournment Proposal to allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals. For additional information, please see the section entitled “Proposal No. 6 — The Adjournment Proposal.”

Q:     What happens if I sell my shares of common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the Transaction is expected to be completed. If you transfer your shares of common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your shares of common stock prior to the record date, you will have no right to vote those shares at the special meeting.

Q:     What vote is required to approve the proposals presented at the special meeting?

A:     Approval of each of the NYSE Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present in person, which would include voting at the virtual special meeting, or by proxy at the special meeting entitled to vote thereon at the special meeting. This means that there must be more votes “FOR” such proposal than the aggregate of votes “AGAINST” such proposal at the special meeting. Abstentions will be counted as votes cast “AGAINST” such proposal. “Broker non-votes” will have no effect on the outcome of each proposal.

Approval of the Charter Proposals requires the affirmative vote in person, which would include voting at the virtual special meeting, or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting. Abstentions, broker non-votes and failures to vote by proxy or to vote in person at the special meeting will have the same effect as a vote “AGAINST” this proposal.

Q:     How will ECP and Capitol vote?

A:     Pursuant to the Voting Agreement, except in the case of a change of recommendation by the Board in accordance with the Investment Agreement, each of ECP and Capitol has agreed to vote all of its shares of common stock in favor of each proposal. The shares of common stock held by ECP and Capitol represent approximately 70% of the outstanding shares of common stock. Accordingly, unless the board changes its recommendation (in which case the percentage of common stock bound by the Voting Agreement decreases to 39.0%, as explained in the section entitled “The Transactions and Transaction Agreement — The Voting Agreement”), the vote by ECP and Capitol in favor of the proposals is sufficient for the adoption of each proposal, regardless of how any other Nesco stockholder votes.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of         , 2021, the record date for the special meeting. As of the close of business on the record date, there were              outstanding shares of our common stock.

Q:     What constitutes a quorum at the special meeting?

A:     A majority of the issued and outstanding shares of Nesco’s common stock entitled to vote as of the record date at the special meeting must be present, in person (which would include presence at the virtual special meeting) or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, shares of our common stock would be required to achieve a quorum.

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Q:     Did Nesco’s Board obtain a third-party fairness opinion in determining whether or not to proceed with the Transaction?

A:     Yes, Nesco obtained a fairness opinion from J.P. Morgan Securities LLC (“J.P. Morgan”), which concluded that, based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by JP Morgan, the Transaction (as defined in the section titled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor”) was fair, from a financial point of view, to Nesco. For additional information, please see the section entitled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor.”

Q:     Do I have appraisal rights if I object to the Transaction?

A:     No. Appraisal rights are not available to holders of our common stock in connection with the Transaction.

Q:     When is the Transaction expected to be completed?

A:     Nesco is working to complete the Transaction as soon as practicable and expects the Closing to occur in the first quarter of 2021. However, the Transaction is subject to various regulatory clearances and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of Nesco could result in the Transaction being completed at a later time or not at all. There may be a substantial amount of time between the special meeting and the completion of the Transaction.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the Transaction will affect you as a stockholder.

         You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     Voting of Shares by Holders of Record

Voting by Telephone, Internet or Mail

If you were the record holder of shares of our common stock as of the record date, you may submit your proxy in one of the following ways:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the postage-paid envelope.

Please carefully consider the information contained in this proxy statement and, whether or not you plan to attend the special meeting, please vote by telephone, internet or mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Voting at the Special Meeting

We encourage you to vote by telephone, internet or mail. If you attend the special meeting (which would include voting at the virtual special meeting), you may also submit your vote at the special meeting via the special meeting website at http://                        , in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the special meeting. If your proxy is properly completed and submitted, and if you do not revoke it prior to or at the special meeting, your shares will be voted at the special meeting in the manner set forth in proxy statement or as otherwise specified by you. Your proxy must be received by mail no later than        , 2021.

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Voting of Shares Held in Street Name

If your shares are held in an account at a broker, bank, or nominee (i.e., in “street name”), you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank, or nominee. See the section entitled “Special Meeting of Stockholders — Voting Your Shares — Beneficial Owners” for more information.

Q:     What is the difference between a stockholder of record and a “street name” holder?

A:     If your shares are registered directly in your name with Nesco’s Transfer Agent, you are considered the stockholder of record with respect to those shares, and the proxy materials are being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” The proxy materials are being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

We believe that all of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. Accordingly, if your broker submits a proxy for your shares but you do not provide instructions on the proposals with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares on such other proposals; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. A broker non-vote will have the same effect as a vote “AGAINST” the Charter Proposals. A broker non-vote will have no effect on the outcome of the NYSE Proposal and the Adjournment Proposal. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting and a broker non-vote on any of the Charter Proposals will have the same effect as a vote “AGAINST” any such proposal. An abstention from voting on any of the NYSE Proposal or the Adjournment Proposal will have the same effect as a vote “AGAINST” any such proposal. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and a broker non-vote on any of the NYSE Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

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Q:     May I change my vote after I have returned my proxy card or voting instruction form?

A:     Yes. If you are a holder of record of our common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the special meeting by:

•        delivering a signed written notice of revocation to our Secretary at Nesco Holdings, Inc. 6714 Pointe Inverness Way, Suite 220, Fort Wayne, Indiana 46804, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•        timely delivering a new, valid proxy relating to the same shares and bearing a later date by submitting instructions via telephone, internet or mail as described in your proxy card; or

•        attending and voting at the special meeting and voting, although attendance at the special meeting will not, by itself, revoke a proxy.

         If you are a beneficial owner of our common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the special meeting?

A:     Nesco will pay the cost of soliciting proxies for the special meeting. Nesco has engaged Broadridge Financial Solutions, Inc. to assist in the solicitation of proxies for the special meeting. Nesco has agreed to pay Broadridge Financial Solutions, Inc. a fee of $            , plus disbursements, and will reimburse Broadridge Financial Solutions, Inc. for its reasonable out-of-pocket expenses and indemnify Broadridge Financial Solutions, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. Nesco will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Nesco’s common stock for their expenses in forwarding soliciting materials to beneficial owners of Nesco’s common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Nesco Holdings, Inc.
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana 46804
Telephone: (800) 252-0043
Attention: Investor Relations

You may also contact our proxy solicitor at:

Broadridge Financial Solutions, Inc.

Telephone:
(Banks and brokers can call:           )
Email:

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

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You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention:
Email:

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SUMMARY OF THIS PROXY STATEMENT

This summary highlights selected information contained in this proxy statement and does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the Annexes and accompanying financial statements of Nesco and Custom Truck, to fully understand the Transaction (as described below) before voting on the proposals to be considered at the special meeting. Please see the section entitled “Where You Can Find More Information” beginning on page 194 of this proxy statement. Unless the context otherwise requires, for purposes of this “Summary of this Proxy Statement,” all references to “we,” “us,” and “our” refer to Nesco Holdings, Inc. and its consolidated subsidiaries.

Parties to the Transaction

Nesco

Nesco Holdings, Inc., a Delaware corporation, serves as the parent for our primary operating company, NESCO, LLC. NESCO, LLC, an Indiana limited liability company, together with its wholly owned subsidiaries, is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution (“T&D”), telecom and rail industries in North America. Nesco offers its specialized equipment to a diverse customer base used primarily for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems.

Nesco has a coast-to-coast rental fleet of more than 4,500 units with an original equipment cost (“OEC”) of $638 million and a young age of 3.9 years as of September 30, 2020. Nesco’s diverse specialty fleet offering includes insulated and non-insulated bucket trucks, digger derricks, line equipment, cranes, pressure diggers and underground equipment, with all-terrain options such as all-wheel drive, track mounting and rail mounting. In addition to renting its fleet, Nesco opportunistically sells both new and used specialty equipment, which fosters strong customer relationships, facilitates fleet management and strengthens supplier relationships.

Through its parts, tools and accessories (“PTA”) segment, Nesco provides its customers a total job-site solution, offering a range of parts, tools and accessories for rent or sale to fully equip their equipment and crews for activity in the field. Nesco’s large PTA inventory includes stringing blocks, augers, insulated hotline tools, hoist and rigging equipment and grounding clamps. Nesco’s comprehensive PTA offering expands opportunities to serve its equipment rental and sales customers through the convenience of a single vendor for all of their specialty equipment and PTA needs.

Custom Truck

Custom Truck One Source, L.P., a Delaware limited partnership, is a leading provider of specialty equipment, primarily serving the electric utility T&D, rail and other infrastructure-related end-markets in North America. Its equipment is used primarily for the maintenance, repair, upgrade, and installation of critical infrastructure. Custom Truck operates with a differentiated “one-stop-shop” business model, offering equipment rental, new and used equipment sales, and aftermarket parts and service out of 26 locations across the U.S. and Canada. Custom Truck and its customers also benefit from its sophisticated sourcing model and large-scale integrated production and customization capabilities, which enhance the quality and diversity of its equipment offerings, reduce both cost and lead times for equipment sales and provide greater flexibility to optimize its rental fleet. These attributes, together with a strong reputation built over many years, position Custom Truck to capitalize on attractive secular growth trends across its end-markets.

Custom Truck owns one of the industry’s largest fleets of specialty rental equipment focused on electric utility T&D, rail, and infrastructure end-markets. As of September 30, 2020, its fleet is comprised of approximately 4,300 units with an original equipment cost (“OEC”) of $705 million and an average unit age of approximately 2.9 years, which is young by typical rental fleet standards and compares favorably to the long useful life of the equipment. Custom Truck’s rental fleet is managed on a national level, which allows the company to efficiently reposition equipment in response to shifts in regional demand and thereby sustain strong utilization levels. Custom Truck’s rental arrangements with customers are governed by written agreements and typically billed on a 28-day cycle but the average duration of its rentals is approximately 11 months.

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As is customary among equipment rental companies, Custom Truck sells used equipment out of its rental fleet to end user customers. A significant portion of these sales are made on an opportunistic basis in response to specific customer requests and at a price that yields an attractive return for Custom Truck. These sales offer customers an opportunity to buy well-maintained equipment with long remaining useful lives and enable Custom Truck to effectively manage the age and mix of its rental fleet to match current market demand. Custom Truck also employs rental purchase option contracts (“RPOs”) on a select basis, which provide a buyout option with an established purchase price that decreases over time as rental revenue is collected.

Custom Truck offers a broad variety of new equipment for sale across its end-markets, often highly customized to meet its customers’ specific needs. Management believes that Custom Truck’s integrated production capabilities and extensive knowledge gained over a long history of selling equipment have positioned it uniquely in the market as a trusted partner for customers seeking tailored solutions with short lead times. In support of these activities, Custom Truck primarily employs a direct-to-customer sales model, leveraging over 100 salespeople, including dedicated industry and product managers focused on driving national and local sales.

Custom Truck employs over 250 trained service technicians throughout North America, enabling it to quickly and cost-effectively provide service to its deployed rental fleet and select customer-owned equipment with in-house resources. Custom Truck maintains an ample supply of aftermarket parts inventory to ensure their customers are served as quickly as possible. Custom Truck maintains a call-in center in Kansas City, Missouri staffed by experienced technicians on a 24-hour, 7-day a week basis to rapidly respond to customer needs.

Custom Truck offers third-party financing and leasing solutions through its partners, for which it receives fees and does not take credit risk.

Platinum

Platinum is a Delaware limited liability company that was formed by Platinum Fund V solely for the purpose of entering into the Investment Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby.

Description of the Transaction

Reasons for the Transaction

In evaluating the Transaction, the Board consulted with Nesco’s management and legal and financial advisors, and in reaching its decision to unanimously approve the Transaction and recommend the approval of NYSE Proposal, the Charter Proposals and the Adjournment Proposal by Nesco stockholders, the Board considered a number of factors and a substantial amount of information, including the following:

•        the combined company will have a substantially increased scale, including an increased geographic footprint and increased capital and operating resources, a new business mix and models, an expanded customer base, and greater revenue diversity, with pro forma OEC of $1,342 as of September 30, 2020 and an average fleet age of 3.4 years;

•        the combined company is projected to have a stronger financial profile with a significant decrease in the ratio of indebtedness to Adjusted EBITDA, which is expected to facilitate faster long-term earnings growth due to a stronger balance sheet, a more flexible capital structure, and increased free cash flows that position the combined company for expanded growth reinvestments, increased return of capital to stockholders and an enhanced platform to pursue potential M&A opportunities;

•        Custom Truck includes an integrated platform with large scale assembly and customization capabilities, and the Board believes the combined company will be an integrated “one-stop-shop” with a differentiated customer value proposition and enhanced operational flexibility;

•        the Transaction would result in an increased number of outstanding shares of common stock with greater expected liquidity for Nesco stockholders over time;

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•        that Platinum has a deep knowledge and a strong track record in the equipment rental industry, including as a previous owner of Nesco, and is expected to bring significant expertise and resources to the combined company;

•        that Blackstone and other Custom Truck equity holders are receiving a substantial amount of Nesco common stock as part of their consideration, which the Board believes reflects their confidence in the combined company, its business strategy and its future prospects;

•        that the $5.00 per share value of common stock issued by Nesco to Platinum and the Custom Truck rollover holders in the Transaction represented a 14.9% premium to Nesco’s closing share price on December 2, 2020;

•        the belief, after a thorough review of the Transaction, Nesco’s standalone business plan and other strategic alternatives reasonably available to Nesco, that the Transaction represents the best strategic option for the Company and its stockholders;

•        that the combined company is projected to realize approximately $50 million in annual cost synergies within two years of completion of the Transaction and $10 million in annual capex synergies within four years of completion of the Transaction, together with certain fleet optimization for Nesco which is expected to reduce capital expenditures and generate higher cash flows while reducing used equipment sales, which synergies and fleet optimization Nesco would not be able to achieve without completing the Transaction;

•        the projection that the combined company will have additional upside opportunities, including those from identified revenue synergies via expanded service offerings and cross-selling opportunities and fleet synergies;

•        the belief that, based on the successful history of M&A by Nesco and Custom Truck, the combined company will have the ability to identify the employees best suited to execute the integration plan for the combined company and the management teams of Nesco and Custom Truck will successfully integrate the two businesses to provide a strong foundation for the combined company management team to accelerate growth;

•        the fact that Nesco’s largest stockholders, ECP and Capitol, supported the Transaction and delivered the Voting Agreement under which they agreed to vote in favor of the Transaction, subject to certain conditions, as summarized under “The Voting Agreement,” which the Board believes reflects their confidence in the combined company, its business strategy and its future prospects;

•        the financial presentation and written opinion, dated December 3, 2020, of J.P. Morgan to the Board that the proposed Transaction (as defined in the section titled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor”) is fair, from a financial point of view, to Nesco, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by J.P. Morgan as more fully described under the caption “The Transactions and the Transaction Agreements — Opinion of Nesco’s Financial Advisor.”

In addition to considering the factors described above, the Board also considered the following factors:

•        its knowledge of Nesco’s business, financial condition, results of operations and prospects, as well as its review of the results of Nesco’s due diligence review of Custom Truck reflecting Custom Truck’s business, financial condition, results of operations and prospects;

•        the financial projections prepared by Nesco management for Nesco as a standalone company through 2025, the financial projections prepared by Nesco management for Custom Truck as a standalone company through 2025, and the pro forma financial projections for the combined company, including the impact of the estimated synergies for the combined company, in each case, as summarized under “The Transactions and the Transaction Agreements — Certain Financial Projections”;

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•        the review by the Board, in consultation with Nesco’s advisors, of the structure of the Transaction and terms and conditions of the Transaction Agreements;

•        the limited number and nature of the conditions to the parties’ obligations to complete the Transaction and the belief of the Board of the likelihood of satisfying such conditions, as well as the firmly committed nature of the equity and debt financing required to complete the Transaction;

•        that, in certain circumstances, the Board has the right under the Investment Agreement to change its recommendation to Nesco’s stockholders as summarized under “The Investment Agreement — Obligations of the Board with Respect to Its Recommendation”;

•        that Nesco’s stockholders will have an opportunity to vote on the approval of the Transaction, as well as the fact that the number of shares of Nesco common stock that are subject to the Voting Agreement will be reduced to 39.0% of the total number of outstanding shares of Nesco common stock following a change of recommendation by the Board; and

•        that the Board had considered certain alternatives to the Transaction, including continuing to operate as a standalone public company in its current configuration, pursuing acquisitions as a standalone public company and pursuing alternative strategic transactions with strategic or financial buyers.

The Board also weighed the factors described above against a number of risks and other factors identified in its deliberations as weighing negatively against the Transaction:

•        the challenges inherent in combining the businesses, operations and workforces of Nesco and Custom Truck, including: (i) the possible diversion of management focus and resources from operational matters and other strategic opportunities for an extended period of time and (ii) difficulties in integrating and retaining management and employees, including from the two companies’ respective labor groups;

•        that Platinum will hold a majority of Nesco’s outstanding shares after completion of the Transaction and that Platinum’s designees to the Board will represent a majority in voting power on the Board, as well as the other terms and conditions of the amended and restated stockholders’ agreement, as summarized under “The Transactions and the Transaction Agreements — Amended and Restated Stockholders’ Agreement”;

•        that forecasts of future results of operations and synergies are necessarily estimates based on multiple assumptions, the risk of not realizing anticipated synergies and cost savings between Nesco and Custom Truck and the risk that other anticipated benefits are not guaranteed and might not be realized;

•        the substantial costs to be incurred in connection with the Transaction, including the substantial cash and other costs of integrating the businesses of Nesco and Custom Truck, as well as the transaction expenses arising from the Transaction and the annual fee payable to Platinum under the corporate advisory services agreement;

•        the potential effect of the Transaction on Nesco’s and Custom Truck’s respective businesses and relationships with employees, customers, suppliers, regulators and the communities in which they operate;

•        the risk that governmental entities may not approve the Transaction or may impose conditions on Nesco or Custom Truck in order to gain approval for the Transaction that may adversely impact the ability of the combined company to realize the projected financial results and synergies in connection with the Transaction;

•        the terms of the Transaction Agreements, including covenants relating to Nesco’s conduct of its business prior to the completion of the Transaction;

•        that Nesco is obligated to pay termination fees in certain circumstances as summarized under “The Transactions and the Transaction Agreements — The Purchase Agreement — Expenses; Termination Fees” and “The Transactions and the Transaction Agreements — The Investment Agreement — Expenses; Termination Fees,” which termination fee under the investment agreement represents 6.2% of the equity value of Nesco and 1.5% of the enterprise value of Nesco, which the Board believed would not significantly prevent a superior proposal in the context of the Transaction;

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•        that pursuant to the terms of the management agreement to be entered into between Platinum and Nesco at Closing, Nesco will be required to pay certain advisory fees to Platinum;

•        that Nesco is obligated to reimburse Platinum and Custom Truck for certain fees and expenses up to $2.425 million under certain circumstances as summarized under “The Transactions and the Transaction Agreements — The Investment Agreement — Expenses; Termination Fees”;

•        that ECP and Capitol had entered into the Voting Agreement and had agreed to (i) share a portion of the upside from an alternative transaction with Platinum and Custom Truck and (ii) not take certain actions with respect to an alternative transaction involving Custom Truck prior to June 30, 2021, in each case, as summarized under “The Transactions and the Transaction Agreements — The Voting Agreement”;

•        the risk that the Transaction might not be completed, or that completion might be unduly delayed, for reasons beyond Nesco’s control and the potential negative impact that may have on Nesco’s business and relationships with employees, customers, suppliers, regulators and the communities in which it operates; and

•        the risks of the type and nature described under “Risk Factors” and the matters described under “Cautionary Note Regarding Forward-Looking Statements.”

In considering the recommendation of the Board to recommend that Nesco stockholders vote in favor of the proposals to be considered in connection with the Transaction, Nesco’s stockholders should be aware that the executive officers and directors of Nesco have certain interests in the Transaction that may be different from, or in addition to, the interests of Nesco’s stockholders generally. The Board was aware of these interests and considered them when approving the Transaction and recommending that Nesco stockholders vote in favor of the proposals to be considered in connection with the Transaction as discussed in “ — Interests of Nesco’s Directors and Officers in the Transaction.”

This discussion of the information and factors considered by the Board in reaching its conclusions and recommendation summarizes the material factors considered by the Board, but is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the Transaction and the complexity of these matters, the Board did not find it practicable, and did not attempt, to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Transaction and to recommend that Nesco stockholders vote in favor of the proposals to be considered in connection with the Transaction.

The Board conducted an overall review of the factors described above and considered the factors overall to be favorable to and to support its determination. In considering the factors described above, individual members of the Board may have given differing weights to different factors.

The Board unanimously approved the Transaction and determined that the Transaction Agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of Nesco and its stockholders. The Board unanimously recommends that Nesco stockholders vote “FOR” the approval of the NYSE Proposal, the Charter Proposals and the Adjournment Proposal.

Opinion of Nesco’s Financial Advisor

Pursuant to an engagement letter, Nesco retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with the proposed Transaction and to deliver a fairness opinion in connection with the proposed Transaction. At the meeting of the Board on December 3, 2020, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Transaction (as defined in the section titled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor”) was fair, from a financial point of view, to Nesco. J.P. Morgan confirmed its December 3, 2020 oral opinion by delivering its written opinion to the Board, dated December 3, 2020, that, as of such date, the Transaction (as defined in the section titled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor”) was fair, from a financial point of view, to Nesco. The full text of the written opinion of J.P. Morgan dated December 3, 2020, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex F to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Nesco’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s

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written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Transaction (as defined in the section titled “The Transaction and the Transaction AgreementsOpinion of Nesco’s Financial Advisor”), was directed only to the proposed Transaction, taken as a whole, and did not address any individual aspect or component of the Transaction (as defined in the section titled “The Transaction and the Transaction AgreementsOpinion of Nesco’s Financial Advisor”). J.P. Morgan expressed no opinion as to the fairness of the Transaction (or the consideration to be paid therein) to the holders of any class of securities, creditors or other constituencies of Nesco or as to the underlying decision by Nesco to engage in the proposed Transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Nesco as to how such stockholder should vote with respect to the proposed Transaction or any other matter.

Overview of the Purchase Agreement

On December 3, 2020, Nesco Holdings, Inc., Nesco Holdings II, Inc., certain affiliates of The Blackstone Group and other direct and indirect equity holders of Custom Truck One Source, L.P., Blackstone Capital Partners VI-NQ L.P., and PE One Source Holdings, LLC, an affiliate of Platinum Equity entered into a Purchase and Sale Agreement, pursuant to which Buyer has agreed to acquire 100% of the limited partnership interests of Custom Truck and 100% of the limited liability company interests of Custom Truck’s general partner.

Upon consummation of the Acquisition, Sellers will receive a base purchase price of $1,475,000,000, subject to customary working capital adjustments, indebtedness and transaction expenses of Custom Truck as of Closing, as well as an adjustment on the basis of the target original equipment cost of the rental fleet inventory owned by Custom Truck as of the Closing Date, if any.

Conditions under the Purchase Agreement

The obligation of each party to the Purchase Agreement to consummate the transactions contemplated thereby is subject to the satisfaction or, if permissible, waiver of the following conditions as of the Closing:

•        no governmental authority having issued, enacted, entered, promulgated or enforced any final non-appealable law or order that has not been vacated, withdrawn or overturned, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Purchase Agreement; and

•        all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated.

The obligation of Nesco to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction or, if permissible, waiver of the following conditions as of the Closing:

•        subject to qualifiers in certain instances, the accuracy of the representations and warranties of the Sellers and Custom Truck contained in the Purchase Agreement;

•        each Seller (or, with respect to deliveries to be made at the Closing, Sellers’ Representative on each Seller’s behalf, as applicable, to the extent permitted by the purchase agreement) must have complied with and performed in all material respects all of the covenants and agreements under the purchase agreement required to be complied with or performed by them at or prior to the Closing;

•        each Seller (or Sellers’ Representative on each seller’s behalf, as applicable) must have delivered or caused to be delivered to Nesco all of the items required to be delivered at or prior to the Closing under the purchase agreement;

•        no effect, event, development or change shall have occurred or arisen since the date of the purchase agreement that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Custom Truck;

•        the contemplated pre-Closing reorganization must have occurred;

•        Nesco must have received joinders to the Purchase Agreement executed by each Seller who did not execute the Purchase Agreement at the time of its signing or by the Custom Truck general partner on behalf of any such Seller;

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•        Nesco shall have either received all consents or waivers necessary under or refinanced the Floorplan Financing Facilities such that the parties thereto do not have any continuing right to consent to the Purchase Agreement or the transactions contemplated thereby or to terminate or amend or modify the Floorplan Financing Facilities or any terms thereof as a result of the Purchase Agreement or the transactions contemplated thereby, which consents or replacement financing, as applicable, shall be in form and substance reasonably satisfactory to Nesco; and

•        Nesco must have obtained the debt financing described in the Debt Commitment Letter and Platinum’s investment under the Investment Agreement, each on the terms set forth therein in an amount that (together with the net proceeds Nesco may have obtained from the Supplemental Equity Financing) is sufficient to satisfy Nesco’s obligations to pay the purchase price under the purchase agreement and all expenses and payments required to be made by Nesco thereunder.

The obligation of the Sellers to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction or, if permissible, waiver of the following conditions as of the Closing:

•        subject to qualifiers in certain instances, the accuracy of the representations and warranties of Nesco contained in the Purchase Agreement;

•        Nesco must have complied in all material respects with all of the covenants and agreements in the purchase agreement required to be complied with by it at or prior to the Closing;

•        the shares of Nesco common stock issuable pursuant to the rollover agreements must be approved for listing on the NYSE, subject only to official notice of issuance thereof; and

•        Nesco must have delivered or caused to be delivered to the sellers or Sellers’ Representative the items required to be delivered at or prior to the Closing under the purchase agreement.

See the section entitled “The Purchase Agreement — Conditions to the Closing” for a discussion of these and other conditions to closing of the purchase agreement.

Termination of the Purchase Agreement

Nesco and Sellers’ Representative may mutually agree to terminate the Purchase Agreement. Either Nesco or Custom Truck may also terminate the Purchase Agreement if the transaction is not completed by June 3, 2021, subject to extension under certain conditions (regardless of whether such date is before or after the stockholders meeting). See the section entitled “The Purchase Agreement — Termination of the Purchase Agreement” for a discussion of these and other rights of each of Nesco and Custom Truck to terminate the purchase agreement.

Termination Fees under the Purchase Agreement

Generally, all fees and expenses incurred in connection with the Purchase Agreement and the transactions contemplated thereby will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this proxy statement where (i) Nesco may be required to pay a termination fee of $10,000,000, and (ii) Platinum may be required to pay a termination fee of either (a) $10,000,000, (b) $34,250,000, (c) $44,250,000 or (d) $88,500,000 under certain circumstances. See the section entitled “The Purchase Agreement — Expenses; Termination Fees” for a discussion of the circumstances under which such termination fees will be required to be paid.

Overview of the Investment Agreement

On December 3, 2020, Nesco entered into a Common Stock Purchase Agreement with Platinum, relating to the issuance and sale to Platinum of (i) Nesco common stock, for an aggregate purchase price in the range of $700,000,000 to $763,000,000, with the specific amount to be calculated in accordance with the Investment Agreement based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement, and (ii) additional shares of Nesco common stock for an aggregate purchase price of not more than $100,000,000, if necessary, in connection with the Supplemental Equity Financing. The shares of Nesco common stock issued and sold to Platinum will have a purchase price of $5.00 per share. Promptly following the execution of the Investment Agreement and subject to the terms thereof, Nesco has agreed to use its reasonable best efforts to sell shares of Nesco common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its

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stockholders, in each case, for the aggregate amount of up to $200,000,000 and expects to satisfy such obligation by closing the Supplemental Equity Financing. The proceeds of the Subscription and the Supplemental Equity Financing will be used to pay a portion of the purchase price in the Acquisition and other fees and expenses. To the extent the proceeds of the Subscription, the Supplemental Equity Financing and the Debt Financing exceed the amount required to pay the purchase price, fees and expenses related to the Transaction and indebtedness required to be discharged in connection therewith, the amount of any Debt Financing will be correspondingly reduced.

Conditions under the Investment Agreement

Nesco’s and Platinum’s respective obligations to effect the investment are subject to the satisfaction (or, to the extent permitted by applicable law, mutual waiver by Nesco and Platinum) of the following conditions:

•        no suspension of trading in Nesco’s common stock by the SEC or NYSE shall be in effect;

•        no governmental authority of competent jurisdiction having issued or entered any order that is in effect and renders the investment illegal or prohibits, enjoins or otherwise prevents the Transaction;

•        the closing of the other components of the Transaction substantially simultaneously with the Closing;

•        Nesco having received Nesco stockholder approval and the filing of the Proposed Charter with the Delaware Secretary of State; and

•        any applicable waiting period (or any extensions thereof) applicable to the investment under the HSR Act having expired or terminated.

The obligations of Nesco to effect the investment are also subject to the satisfaction or waiver by Nesco at or prior to the effective time of the following additional conditions:

•        subject to qualifiers in certain instances, the accuracy of the representations and warranties of Platinum; and

•        Platinum having performed or complied in all material respects with all agreements and covenants as required by the Investment Agreement at or prior to the effective time.

The obligations of Platinum to effect the investment are also subject to the satisfaction or waiver by Platinum at or prior to the effective time of the following additional conditions:

•        subject to qualifiers in certain instances, the accuracy of the representations and warranties of Nesco;

•        Nesco having performed or complied in all material respects with all agreements and covenants as required by the Investment Agreement at or prior to the effective time;

•        the reconstitution of the Nesco board of directors effective as of the Closing;

•        the approval for listing on NYSE of the shares being issued in connection with the Subscription;

•        the delivery to Platinum of (i) certain financial statements of Custom Truck and its subsidiaries as of December 31, 2020 and (ii) certain financial statements of Nesco and its subsidiaries as of December 31, 2020;

•        Nesco not having closing net debt in excess of $773 million; and

•        no circumstance, change, fact, event, effect, action, omission, occurrence, development or circumstance (collectively, “Investment Changes”) having occurred or arisen since the date of execution of the Investment Agreement, that individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (see definition of “Investment Changes” in “The Transaction and the Transaction Agreements — Common Stock Purchase Agreement”).

See the section entitled “The Investment Agreement — Conditions to the Closing” for a discussion of these and other conditions to closing of the Investment Agreement.

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No Solicitation of Alternative Proposals

The Investment Agreement prohibits Nesco from soliciting or engaging in discussions or negotiations with a third party with respect to a proposal for a competing transaction, including the acquisition of a significant interest in Nesco common stock or assets. However, if, prior to obtaining Stockholder Approval, Nesco receives an unsolicited written proposal from a third party for a competing transaction and the Board, among other things, determines in good faith (i) after consultation with its outside legal and financial advisors, that such proposal is reasonably likely to lead to a proposal that is superior and (ii) after consultation with its outside legal advisors, that the failure to enter discussions regarding such proposal would be a breach of its fiduciary obligations under applicable law, Nesco may furnish non-public information to and enter into discussions with, and only with, that third party regarding such competing transaction. See the section entitled “The Investment Agreement — Restriction on Solicitation of Competing Proposals” for a discussion of the restriction of solicitation of alternative proposals.

Termination of the Investment Agreement

Nesco and Platinum may mutually agree to terminate the Investment Agreement, subject to the Sellers’ Representative’s consent under certain circumstances. Either company may also terminate the Investment Agreement if the Transaction is not completed by June 30, 2021 (regardless of whether such date is before or after the stockholders meeting). See the section entitled “The Investment Agreement — Termination of the Investment Agreement” for a discussion of these and other rights of each of Nesco and Platinum to terminate the Investment Agreement.

Termination Fees Under the Investment Agreement

Generally, all fees and expenses incurred in connection with the Investment Agreement and the transactions contemplated by the Investment Agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this proxy statement where (i) Nesco may be required to pay a termination fee of $15,250,000, one-half to Platinum and one-half to Custom Truck, and (ii) Nesco may be required to reimburse Platinum and Custom Truck for transaction-related expenses of up to $1,225,000 each ($2,450,000 in the aggregate) under certain circumstances. See the section entitled “The Investment Agreement — Expenses; Termination Fees” for a discussion of the circumstances under which such termination fee will be required to be paid.

Overview of the Voting Agreement

Concurrently with and as a condition to Platinum entering into the Investment Agreement, ECP and Capitol, owning approximately 70% of Nesco’s outstanding shares of common stock as of the date hereof, have entered into a Voting and Support Agreement with Platinum, which provides, among other things, that ECP and Capitol will vote all shares of Nesco common stock such stockholder beneficially owns in favor of the Transaction and against any alternative proposal. In the event of a Change of Recommendation (as described below), the number of shares which ECP and Capitol shall be required to vote in favor of the Transaction pursuant to the Voting Agreement shall be reduced pro rata amongst the stockholders party to the Voting Agreement, such that the aggregate number of shares required to vote in favor of the Transaction is equal to 39.0% of the total number of Nesco’s outstanding shares of common stock. See the section entitled “The Voting Agreement” for more information.

Overview of the Ancillary Agreements

In connection with the Acquisition and the Subscription, Nesco, Platinum, Blackstone and certain affiliates of ECP and Capitol intend to enter into an Amended and Restated Stockholders’ Agreement (the “Proposed Stockholders’ Agreement”). Under the Proposed Stockholders’ Agreement, Platinum shall have the right to designate a majority in voting power of the board of directors of Nesco, and each of Blackstone, ECP and Capitol shall have the right to designate one director. The Proposed Stockholders’ Agreement includes customary registration rights for the parties and provides Platinum, in its capacity as stockholder, with consent rights over certain actions of Nesco while Platinum owns 30% or more of Nesco common stock and is the largest stockholder in Nesco. In addition, in connection with the Acquisition and the Subscription, Nesco intends to adopt the Proposed Charter and Proposed Bylaws. The Proposed Charter provides for, among other things, an increase in the number of authorized shares of Nesco common stock to facilitate the Subscription. The Proposed Bylaws provide certain preferred director nomination rights for Platinum. Nesco also intends to enter into a Corporate Advisory Services Agreement with an affiliate of Platinum, pursuant to which Platinum will provide certain transactional and corporate advisory services to Nesco and Nesco will pay to

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Platinum an advisory fee. See the sections entitled “Amended and Restated Stockholders’ Agreement”, “Amended and Restated Certificate of Incorporation”, “Amended and Restated Bylaws” and “Corporate Advisory Services Agreement” for more information.

Regulatory Approvals

Nesco, Custom Truck and Platinum have each agreed to take certain actions in order to obtain the regulatory clearances required to complete the Transaction. Required regulatory clearances include expiration or termination of the required waiting period under the HSR Act, following required notifications and review by either the Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”). On December 14, 2020, each of Nesco, Custom Truck and Platinum filed its notification under the HSR Act. The statutory waiting period under the HSR Act is scheduled to expire on January 13, 2021.

While Nesco expects to obtain all required regulatory clearances, Nesco cannot assure you that these regulatory clearances will be obtained or that the granting of these regulatory clearances will not involve the imposition of additional conditions on the completion of the Transaction, including the requirement to divest assets, or require changes to the terms of the Purchase Agreement or Investment Agreement. These conditions or changes could result in the conditions to the Transaction not being satisfied.

Anticipated Accounting Treatment

The acquisition is expected to be accounted for using the acquisition method of accounting under the provisions of ASC 805, Business Combinations, with Nesco as the accounting acquirer of Custom Truck. In identifying Nesco as the accounting acquirer, management considered the structure of the transaction and other actions contemplated by the Purchase Agreement, including the composition of purchase consideration that will be issued to the selling equity holders of Custom Truck (consisting of cash from Nesco and Nesco Common Shares). Nesco also considered the relative outstanding share ownership and the composition of the combined company board following completion of the Acquisition. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. Nesco has provided unaudited pro forma condensed combined financial information in this proxy statement, which information presents the allocation of the purchase consideration to the assets acquired and liabilities assumed of Custom Truck based upon management’s preliminary estimate of their fair values as of September 30, 2020. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Management of Nesco Following the Transaction

The combined company’s management team will include executives from each of Nesco and Custom Truck. Fred Ross, chief executive officer of Custom Truck, is expected to serve as chief executive officer of Nesco following the Closing. In addition, Ryan McMonagle, chief operating officer of Custom Truck, is expected to serve as chief operating officer of Nesco following the Closing. As of the date of this proxy statement, other than Mr. Ross and Mr. McMonagle, neither Nesco nor Custom Truck has made a determination as to which officers will be appointed to the management team of the combined company. Nesco also intends to enter into a Corporate Advisory Services Agreement with an affiliate of Platinum, pursuant to which Platinum will provide certain transactional and corporate advisory services to Nesco and Nesco will pay to Platinum an advisory fee.

Board of Directors of Nesco Following the Transaction

At Closing, the Board will be reconstituted to include up to eleven directors, with up to seven directors designated by Platinum, one director designated by each of ECP, Capitol and Blackstone and the chief executive officer of Nesco.

Interests of Nesco’s Directors and Officers in the Transaction

In considering the recommendation of our Board to vote in favor of the Transaction, stockholders should be aware that aside from their interests as stockholders, certain members of our Board and officers, have interests in the Transaction that are different from, or in addition to, those of our other stockholders. Stockholders should take these interests into account in deciding whether to approve the Transaction. Our Board was aware of and considered

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these interests, among other matters, in evaluating and negotiating the Transaction and Transaction Agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting. These interests include the following:

•        certain of our non-employee directors and executive officers hold outstanding Nesco stock options, restricted stock units and performance stock units that will, in the case of non-employee directors, accelerate and vest upon the closing of the Transactions or, in the case of our executive officers, accelerate and vest (or, in the case of performance stock units, remain eligible to vest) upon a qualifying termination within twelve months following the closing of the Transactions; and

•        certain of our executive officers are parties to employment agreements with Nesco that provide for severance benefits in the event of certain qualifying terminations of employment in connection with the Transaction.

If the NYSE Proposal is approved by our stockholders and the Transaction closes, any shares of our common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of our common stock held by all other Nesco stockholders.

The Proposals

At the special meeting the stockholders of Nesco will be asked to vote on:

•        A proposal to approve, for purposes of complying with applicable NYSE rules, (I) the issuance, (a) pursuant to the Investment Agreement of (i) between 140,000,000 and 152,600,000 newly issued shares of common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, as a backstop to the Supplemental Equity Financing, in each case, to Platinum; (b) pursuant to the Investment Agreement, of shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000 (including, for the avoidance of doubt, the consummation of the Supplemental Equity Financing); and (c) pursuant to the Rollover Agreements, of an aggregate of 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, to Blackstone and certain other direct and/or indirect equity holders of Custom Truck and (II) the change of control resulting from the foregoing;

•        Four separate proposals to approve Nesco’s Proposed Charter, in the form attached to this proxy statement as Annex B;

•        A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

For additional information, please see the sections entitled “Proposal No. 1 — The NYSE Proposal,” “Proposal No. 2 — Charter Proposal A,” “Proposal No. 3 — Charter Proposal B,” “Proposal No. 4 — Charter Proposal C,” “Proposal No. 5 — Charter Proposal D,” and “Proposal No. 6 — The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The special meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m., Eastern time, on, 2021, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. Stockholders may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://        and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person. No representative from Deloitte & Touche LLP will be present at the special meeting, so there will be no statement made by Nesco’s auditors and no opportunity to ask questions of Nesco’s auditors.

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Registering for the Special Meeting

Pre-registration at https://                          is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by, 2021. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to https://                      , enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Only stockholders of record at the close of business on, 2021, the record date for the special meeting, will be entitled to vote at the special meeting. You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were shares of common stock outstanding and entitled to vote.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Nesco has engaged Broadridge Financial Services, Inc. to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares at the special meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy (which would include presence at the virtual special meeting).

Approval of the NYSE Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present (in person or by proxy) at the special meeting entitled to vote thereon at the special meeting. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting.

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The Closing is conditioned on, among other things, the approval of the NYSE Proposal and each of the Charter Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the NYSE Proposal or any of the Charter Proposals does not receive the requisite vote for approval, we will not consummate the Transaction.

Recommendation of the Board of Nesco

After careful consideration, the Board unanimously approved the Transaction and determined that the Transaction Agreements and the transactions contemplated thereby, including the Issuance and the adoption of the Proposed Charter, are advisable, fair to and in the best interests of Nesco and its stockholders. For more information regarding the factors considered by the Board in reaching its decision to unanimously approve the Transaction and recommend the approval of the Issuance and the adoption of the Proposed Charter, see the section entitled “The Transaction and the Transaction Agreements — Nesco’s Reasons for the Transaction; Recommendation of the Nesco Board of Directors.”

Comparison of Stockholders Rights

The rights of Nesco stockholders will be different following completion of the Transaction due to differences between the governing corporate documents of Nesco following completion of the Transaction. Please see the section entitled “Charter Proposals — Comparison of Current Charter to Proposed Charter” for a discussion of these differences.

Risk Factor Summary

In evaluating the Transaction and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 18 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Nesco to complete the Transaction, and (ii) the business, cash flows, financial condition and results of operations of Nesco following consummation of the Transaction. These important risks include risks associated with the following:

•        that the financial condition and results of their operations of the combined business may be adversely affected by the recent COVID-19 pandemic or other similar outbreaks;

•        the cyclical demand for our services and vulnerability to industry downturns and regional and national downturns;

•        fluctuations in our revenue and operating results;

•        our 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 our ability to procure such equipment in a timely fashion;

•        our ability to successfully integrate acquired businesses;

•        our ability to recruit and retain experienced personnel;

•        our ability to obtain additional capital on commercially reasonable terms;

•        our ability to renew our leases upon their expiration;

•        our ability to keep pace with technological developments;

•        potential disruptions at our production and manufacturing locations;

•        the potential impact of material weaknesses in our system of internal controls;

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•        the impact of third party reports on market perception of our financial performance;

•         unfavorable conditions or further disruptions in the capital and credit markets;

•        our relationships with equipment suppliers and dependence on key suppliers to obtain adequate or timely equipment;

•        our 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;

•        our ability to collect on accounts receivable;

•        risks related to legal proceedings or claims, including liability claims;

•        laws and regulatory developments that may fail to result in increased demand for our services;

•        safety and environmental requirements that may subject us to unanticipated liabilities; and

•        the risk that we may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed Transaction or cause the parties to abandon the proposed Transaction;

•        the length of time necessary to consummate the Transaction, 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 Transaction;

•        expenses associated with the Transaction and a potential inability to integrate the combined business;

•        the risk that the cost savings, synergies and growth from the Transaction may not be fully realized or may take longer to realize than expected; and

•        the amount and nature of the debt incurred to finance the Transaction.

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SELECTED HISTORICAL FINANCIAL INFORMATION

Nesco is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Acquisition.

Nesco’s consolidated balance sheet data as of September 30, 2020 and consolidated statement of operations and cash flow data for the nine months ended September 30, 2020 and 2019 is derived from Nesco’s unaudited condensed consolidated financial statements, included elsewhere in this proxy statement.

Nesco’s consolidated balance sheet data as of December 31, 2019 and December 31, 2018 and statement of operations and cash flow data for each of the three years in the period ended December 31, 2019 is derived from Nesco’s audited consolidated financial statements, included elsewhere in this proxy statement. The consolidated balance sheet data as of December 31, 2017 is derived from Nesco’s 2017 audited consolidated financial statements as of and for the year then ended, not included in this proxy statement.

Custom Truck’s consolidated balance sheet data as of September 30, 2020 and consolidated statement of operations and cash flow data for the nine months ended September 30, 2020 and 2019 is derived from Custom Truck’s unaudited condensed consolidated financial statements, included elsewhere in this proxy statement.

Custom Truck’s consolidated balance sheet data as of December 31, 2019 and December 31, 2018 and statement of operations and cash flow data for each of the three years in the period ended December 31, 2019 is derived from Custom Truck’s audited consolidated financial statements, included elsewhere in this proxy statement. The consolidated balance sheet data as of December 31, 2017 is derived from Custom Truck’s 2017 audited consolidated financial statements as of and for the year then ended, not included in this proxy statement.

The information presented below is only a summary and should be read in conjunction with each of Nesco’s and Custom Truck’s consolidated financial statements and related notes and “Information Related to Nesco — Nesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information Related to Custom Truck — Custom Truck’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Nesco or Custom Truck. All amounts are in US dollars.

Selected Historical Financial Information — Nesco

 

Nine Months Ended
September 30,

 

Year Ended
December 31

(in $000s, except share and per share data)

 

2020

 

2019

 

2019

 

2018

 

2017

Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

219,484

 

 

$

186,789

 

 

$

264,035

 

 

$

246,297

 

 

$

203,767

 

Cost of revenue

 

$

166,108

 

 

$

124,528

 

 

$

177,487

 

 

$

164,679

 

 

$

146,022

 

Gross profit

 

$

53,376

 

 

$

62,261

 

 

$

86,548

 

 

$

81,618

 

 

$

57,745

 

Operating expenses

 

$

39,102

 

 

$

38,162

 

 

$

50,530

 

 

$

38,454

 

 

$

34,257

 

Operating income (loss)

 

$

14,274

 

 

$

24,099

 

 

$

36,018

 

 

$

43,164

 

 

$

23,488

 

Interest expense

 

$

47,816

 

 

$

46,376

 

 

$

63,361

 

 

$

56,698

 

 

$

53,710

 

Other (income) expense

 

$

6,245

 

 

$

6,550

 

 

$

5,695

 

 

$

287

 

 

$

366

 

Net income (loss)

 

$

(13,946

)

 

$

(30,157

)

 

$

(27,052

)

 

$

(15,526

)

 

$

(27,095

)

Net income (loss) per share – basic and diluted

 

$

(0.28

)

 

$

(1.09

)

 

$

(0.82

)

 

$

(0.72

)

 

$

(1.25

)

Weighted average shares – basic and diluted

 

 

49,033,903

 

 

 

27,743,586

 

 

 

33,066,165

 

 

 

21,660,638

 

 

 

21,660,638

 

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Nine Months Ended
September 30,

 

Year Ended
December 31

(in $000s)

 

2020

 

2019

 

2019

 

2018

 

2017

Statement of Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

14,866

 

 

$

714

 

 

$

18,792

 

 

$

41,040

 

 

$

17,219

 

Investing activities

 

$

(29,869

)

 

$

(62,260

)

 

$

(129,679

)

 

$

(27,438

)

 

$

(21,366

)

Financing activities

 

$

10,341

 

 

$

59,607

 

 

$

115,049

 

 

$

(12,422

)

 

$

3,783

 

(in $000s)

 

As of
September 30,
2020

 

As of
December 31,

2019

 

2018

 

2017

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

94,904

 

 

$

115,843

 

 

$

68,617

 

 

$

62,720

 

Rental equipment, net

 

$

348,932

 

 

$

383,420

 

 

$

320,722

 

 

$

331,175

 

Total assets

 

$

769,456

 

 

$

815,284

 

 

$

691,556

 

 

$

697,506

 

Total debt, including current portion

 

$

754,373

 

 

$

742,385

 

 

$

792,687

 

 

$

782,239

 

Stockholders’ deficit

 

$

(24,407

)

 

$

(12,130

)

 

$

(158,756

)

 

$

(143,964

)

Selected Historical Financial Information — Custom Truck

 

Nine Months Ended
September 30,

 

Year Ended
December 31

(in $000s)

 

2020

 

2019

 

2019

 

2018

 

2017

Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

731,518

 

 

$

756,986

 

 

$

1,029,917

 

 

$

858,867

 

 

$

660,019

 

Cost of revenue

 

$

603,826

 

 

$

607,490

 

 

$

831,541

 

 

$

694,630

 

 

$

551,564

 

Gross profit

 

$

127,692

 

 

$

149,496

 

 

$

198,376

 

 

$

164,237

 

 

$

108,455

 

Operating expenses

 

$

97,251

 

 

$

101,611

 

 

$

141,935

 

 

$

119,529

 

 

$

103,821

 

Operating income (loss)

 

$

30,441

 

 

$

47,885

 

 

$

56,441

 

 

$

44,708

 

 

$

4,634

 

Interest expense

 

$

45,163

 

 

$

52,234

 

 

$

70,507

 

 

$

56,259

 

 

$

40,775

 

Other (income) expense

 

$

(7,777

)

 

$

(4,392

)

 

$

(5,778

)

 

$

(3,298

)

 

$

(1,132

)

Net income (loss)

 

$

(6,945

)

 

$

43

 

 

$

(8,288

)

 

$

(8,253

)

 

$

(35,009

)

 

Nine Months Ended
September 30,

 

Year Ended
December 31

(in $000s)

 

2020

 

2019

 

2019

 

2018

 

2017

Statement of Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

86,257

 

 

$

(32,012

)

 

$

(28,905

)

 

$

64,828

 

 

$

65,419

 

Investing activities

 

$

(52,394

)

 

$

(114,783

)

 

$

(134,474

)

 

$

(131,892