HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, today issued the following response to
Percy Rockdale’s March 30, 2020 public letter to HC2’s Lead
Independent Director:
Percy Rockdale’s March 30, 2020 public letter to
a member of HC2’s Board of Directors is filled with falsehoods and
deceptive allegations in a desperate and hostile attempt to remove
your entire Board. Rather than accept Percy Rockdale’s
misstatements, HC2 stockholders should instead focus on the
facts:
- HC2 has a truly independent Board accountable to all
stockholders, delivering stockholder value and improving corporate
governance and Board diversity.
- Percy Rockdale has continuously refused to engage with HC2,
despite multiple attempts by both our independent directors and
management team, unless the Company meets its completely
unreasonable prerequisite- firing our CEO.
- Percy Rockdale, who only recently became a stockholder of the
Company, is running a costly and extremely risky consent
solicitation to remove your entire Board, the sitting Chairman and
CEO during a global pandemic.
- Percy Rockdale makes numerous misleading and outright false
statements in its letter, including a complete mischaracterization
of the Company’s accounting practices.
- Mr. Falcone’s personal business does not interfere with running
HC2’s business.
- HC2’s decisive steps to improve its capital structure and
optimize costs have produced meaningful results for our
stockholders, evidenced by the 88% stock price appreciation that
occurred from the end of calendar year 2019 until March 3, 2020, a
date just prior to the surge in COVID-19-related market
volatility.
- Percy Rockdale already nominated its director candidates to be
voted on at the Company’s Annual Meeting of Stockholders, expected
to be held in just a few months. Their consent solicitation is
unnecessary, costly and could destroy stockholder value.
- Many of Percy Rockdale’s statements are false, baseless and/or
deliberately misleading.
HC2 urges all of its stockholders to refrain
from taking any action, including returning any consent card sent
by Percy Rockdale, at this time. The Company is reviewing all of
Percy Rockdale’s critiques since launching their consent
solicitation and will be providing thorough rebuttals that
highlight the truth in the weeks to come.
About
HC2
HC2 Holdings, Inc. is a publicly traded (NYSE:
HCHC) diversified holding company, which seeks opportunities to
acquire and grow businesses that can generate long-term sustainable
free cash flow and attractive returns in order to maximize value
for all stakeholders. HC2 has a diverse array of operating
subsidiaries across multiple reportable segments, including
Construction, Energy, Telecommunications, Life Sciences,
Broadcasting, Insurance and Other. HC2’s largest operating
subsidiary is DBM Global Inc., a family of companies providing
fully integrated structural and steel construction services.
Founded in 1994, HC2 is headquartered in New York, New York. 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 communication, 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 communication include, without
limitation, any statements regarding our expectations regarding
building stockholder value, future cash flow, longer-term growth
and invested assets, the timing or prospects of any refinancing of
HC2's remaining corporate debt, any statements regarding HC2’s
expectations regarding entering definitive agreements in respect of
the potential divestitures of Continental Insurance and/or DBM
Global, reducing HC2’s leverage and related interest expense at the
holding company level generally and with the net proceeds of such
divestitures, reducing corporate overhead, growth opportunities at
HC2’s Broadcasting and Energy businesses and unlocking value at
HC2’s Life Sciences segment. 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 (the “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 its 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’s 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; activities by activist
stockholders, including a proxy contest, consent solicitation or
any unsolicited takeover proposal; effects of litigation,
indemnification claims and other contingent liabilities; changes in
regulations and tax laws; the risks and uncertainties associated
with, and resulting from, the COVID-19 pandemic; and risks that may
affect the performance of the operating subsidiaries and portfolio
companies of the Company. 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 communication.
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 hereof, 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.
Important
Additional Information and Where to Find It
HC2 plans to file a proxy statement (the
“2020 Proxy Statement”), together with a WHITE proxy card, and
a definitive consent revocation statement (the “Consent Revocation
Statement”), together with a WHITE consent revocation card, with
the SEC, respectively, in connection with the solicitation of
proxies for the annual meeting of HC2’s stockholders (the “Annual
Meeting”) and the consent solicitation initiated by Percy Rockdale
LLC and certain of its affiliates (the “Consent Solicitation”).
STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY
STATEMENT AND THE CONSENT REVOCATION STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT HC2 FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders will be able to obtain, free of
charge, copies of the 2020 Proxy Statement, the Consent
Revocation Statement, any amendments or supplements thereto and any
other documents (including the WHITE proxy card and the WHITE
consent revocation card) when filed by HC2 with the SEC in
connection with the Annual Meeting and the Consent Solicitation at
the SEC’s website (http://www.sec.gov), at HC2’s website
(http://ir.hc2.com) or by contacting Okapi Partners LLC by phone at
(877) 274-8654, by email at info@okapipartners.com or by
mail at 1212 Avenue of the Americas, 24th Floor, New York, New York
10036.
Participants
in the Solicitation
HC2, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies and consent revocation cards from
stockholders in connection with the Annual Meeting and the Consent
Solicitation. Additional information regarding the identity of
these potential participants, none of whom (other than Philip A.
Falcone, HC2’s Chairman, President and Chief Executive Officer)
owns in excess of one percent (1%) of HC2’s shares, and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the 2020 Proxy Statement, the Consent
Revocation Statement and other materials to be filed with the
SEC in connection with the Annual Meeting and the Consent
Solicitation. Information relating to the foregoing can also be
found in HC2’s definitive proxy statement for its 2019
annual meeting of stockholders (the “2019 Proxy Statement”),
filed with the SEC on April 29, 2019. To the extent holdings of
HC2’s securities by such potential participants (or the identity of
such participants) have changed since the information printed in
the 2019 Proxy Statement, such information has been or will be
reflected on Statements of Ownership and Change in Ownership
on Forms 3 and 4 filed with the SEC.
If you have any questions, contact:Okapi Partners1212 Avenue of the
AmericasNew York, New York 10036Banks and Brokers Call Collect:
(212) 297-0720All Others Call Toll Free: (877) 629-6355Email:
info@okapipartners.com |
Contact:
Investor RelationsGarrett
Edsonir@hc2.com(212) 235-2691
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