HC2 Holdings Issues Statement Regarding Percy Rockdale’s Nomination of Directors
February 18 2020 - 9:27AM
HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, issued the following statement
regarding Percy Rockdale LLC’s (“Percy Rockdale”) nomination of six
candidates for election to HC2’s Board of Directors at the
Company’s 2020 Annual Meeting of Stockholders.
“HC2 respects and values input from all of its
stockholders. To that end, the Nominating and Governance Committee
of HC2’s Board of Directors will carefully review Percy Rockdale’s
proposed candidates in due course, and make a recommendation it
believes is in the best interests of all stockholders.
“HC2 has offered to speak on multiple occasions
with Percy Rockdale in an attempt to satisfy their concerns in a
cooperative manner that benefits all stockholders. To the Company’s
surprise and disappointment, without ever meaningfully engaging
with management or the Board beforehand, Percy Rockdale moved
forward with its proposed candidates. Rather than working
with management or the Board to create additional value for
stockholders, Percy Rockdale has started a disruptive and
potentially value-destroying public campaign at the same time that
HC2 believes investors are benefitting from the ongoing execution
of the Company’s debt reduction strategy – including the recently
announced sale of Global Marine, our advanced discussions to divest
Continental Insurance and retaining Jefferies & Co. to explore
strategic options for DBM Global Inc. – as well as recently
expanding and diversifying our Board of Directors, and reducing our
corporate overhead.
“Without regard to any distraction, HC2’s Board
and management team continue to execute its strategic plan to
monetize assets and further reduce debt. We believe successful
execution of our strategy in the coming months will be HC2’s most
powerful and effective response to Percy Rockdale’s campaign.”
About HC2
HC2 Holdings, Inc. is a publicly traded (NYSE:
HCHC) diversified holding company, which seeks opportunities to
acquire and grow businesses that can generate long-term sustainable
free cash flow and attractive returns in order to maximize value
for all stakeholders. HC2 has a diverse array of operating
subsidiaries across eight reportable segments, including
Construction, Marine Services, Energy, Telecommunications, Life
Sciences, Broadcasting, Insurance and Other. HC2’s largest
operating subsidiaries include DBM Global Inc., a family of
companies providing fully integrated structural and steel
construction services, and Global Marine Systems Limited, a leading
provider of engineering and underwater services on submarine
cables. Founded in 1994,
HC2 is headquartered in New York, New
York. Learn more about HC2 and its portfolio companies at
www.hc2.com.
Cautionary Statement Regarding
Forward-Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This press release
contains, and certain oral statements made by our representatives
from time to time may contain, forward-looking statements.
Generally, forward-looking statements include information
describing actions, events, results, strategies and expectations
and are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,”
“projects,” “may,” “will,” “could,” “might,” or “continues” or
similar expressions. The forward-looking statements in this press
release include, without limitation, any statements regarding our
expectations regarding entering definitive agreements in respect of
the potential divestitures of Continental Insurance and/or DBM
Global, reducing debt and related interest expense at the holding
company level with the net proceeds of such divestitures, building
shareholder value, future cash flow, longer-term growth and
invested assets, and the timing or prospects of any refinancing of
HC2's remaining corporate debt. Such statements are based on
the beliefs and assumptions of HC2’s management and the management
of HC2’s subsidiaries and portfolio companies. The Company
believes these judgments are reasonable, but you should understand
that these statements are not guarantees of performance or results,
and the Company’s actual results could differ materially from those
expressed or implied in the forward-looking statements due to a
variety of important factors, both positive and negative, that may
be revised or supplemented in subsequent statements and reports
filed with the Securities and Exchange Commission (“SEC”),
including in our reports on Forms 10-K, 10-Q, and 8-K. Such
important factors include, without limitation, issues related to
the restatement of our financial statements; the fact that we have
historically identified material weaknesses in our internal control
over financial reporting, and any inability to remediate future
material weaknesses; capital market conditions, including the
ability of HC2 and HC2’s subsidiaries to raise capital; the ability
of HC2’s subsidiaries and portfolio companies to generate
sufficient net income and cash flows to make upstream cash
distributions; volatility in the trading price of HC2 common stock;
the ability of HC2 and its subsidiaries and portfolio companies to
identify any suitable future acquisition or disposition
opportunities; our ability to realize efficiencies, cost savings,
income and margin improvements, growth, economies of scale and
other anticipated benefits of strategic transactions; difficulties
related to the integration of financial reporting of acquired or
target businesses; difficulties completing pending and future
acquisitions and dispositions; effects of litigation,
indemnification claims, and other contingent liabilities; changes
in regulations and tax laws; and risks that may affect the
performance of the operating subsidiaries and portfolio companies
of HC2. Although HC2 believes its expectations and
assumptions regarding its future operating performance are
reasonable, there can be no assurance that the expectations
reflected herein will be achieved. These risks and other
important factors discussed under the caption “Risk Factors” in our
most recent Annual Report on Form 10-K filed with the SEC, and our
other reports filed with the SEC could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this press release.
You should not place undue reliance on
forward-looking statements. All forward-looking statements
attributable to HC2 or persons acting on its behalf are expressly
qualified in their entirety by the foregoing cautionary
statements. All such statements speak only as of the date
made, and unless legally required, HC2 undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Contact:Investor Relations
Garrett Edson ir@hc2.com (212) 235-2691
HC2 (NYSE:HCHC)
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