SEC Form SC 13D/A filed by Nesco Holdings, Inc. (Amendment)

Custom Truck One Source, Inc.

(Name of Issuer)

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

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CUSIP No. 64083J104

13D

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Item 1 is hereby amended and restated in its entity as follows:

 

This statement on Schedule 13D relates to shares of common stock, par value $0.0001 per share (the “Shares”), of Nesco Holdings, Inc. (the “Issuer”), which changed its name to “Custom Truck One Source, Inc.” on April 1, 2021. The address of the principal executive offices of the Issuer is 7701 Independence Avenue, Kansas City, Missouri 64125.

Item 3 is hereby amended and restated in its entity as follows:

Item 4 is hereby supplemented as follows:

 

On April 1, 2021 (the “Closing Date”), the Issuer completed the Acquisition, the Subscription, the Supplemental Equity Financing and the Debt Financing (the “Closing”).  On the Closing Date, in connection with the Subscription, the Issuer issued 148,600,000 Shares to PE One Source, representing approximately 60.4% of the issued and outstanding Shares as of the Closing Date. Prior to the Closing Date, the Issuer was controlled by ECP, and on the Closing Date, the Issuer became controlled by PE One Source.

Item 5 is hereby amended and restated in its entity as follows:

 

(a)-(b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Shares and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 245,856,753 Shares issued and outstanding as of April 1, 2021, as calculated based on the Current Report on Form 8-K filed by the Issuer on April 2, 2021. The 148,600,000 Shares set forth opposite the name of each Reporting Person represent the 148,600,000 Shares owned directly by PE One Source.

Item 6 is hereby amended and restated in its entity as follows:

 

On the Closing Date, in connection with the closing of the Acquisition and the Subscription, the Issuer, PE One Source, affiliates of, or affiliated investment entities of, Blackstone, certain affiliates of ECP and Capitol, and certain other stockholders of the Issuer entered into an Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”).  The material terms of the Stockholders’ Agreement are described in the section of the Issuer’s Current Report on Form 8-K filed with the SEC on April 2, 2021 (the “Closing 8-K”) entitled “Stockholders’ Agreement” under Item 1.01 of the Closing 8-K.

The above description of the Stockholders Agreement, including the description in the Closing 8-K referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Stockholders Agreement, which is included as Exhibit 1 to this Schedule 13D and is incorporated herein by reference.

 

The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. Other than the Investment Agreement, the Voting Agreement and the Stockholders Agreement described above, to the best of the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person, or any Reporting Person subsidiary or any person listed on Schedule A hereto, and any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7 is hereby supplemented as follows:

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2021

	PLATINUM EQUITY CAPITAL PARTNERS V, L.P.
	By:	Platinum Equity Partners V, L.P.
	Its:	General Partner
	By:	Platinum Equity Partners V, LLC
	Its:	General Partner

	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY PARTNERS V, L.P.
	By:	Platinum Equity Partners V, LLC
	Its:	General Partner

	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY PARTNERS V, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY INVESTMENT HOLDINGS V, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY INVESTMENT HOLDINGS V MANAGER, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY INVESTCO, L.P.
	By:	Platinum Equity Investment Holdings IC (Cayman), LLC
	Its:	General Partner

	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary

	PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM INVESTCO (CAYMAN), LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	PLATINUM EQUITY, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary
	TOM GORES
	By:	/s/ Mary Ann Sigler
		Name:	Mary Ann Sigler
		Title:	Attorney-in-Fact
	PE ONE SOURCE HOLDINGS, LLC
	By:	/s/ Justin Maroldi
		Name:	Justin Maroldi
		Title:	Assistant Secretary

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The name and present principal occupation or employment of each of the executive officers and directors of PE One Source Holdings, LLC are set forth below.  The address of the principal place of business and principal office of each person listed below is 360 North Crescent Drive, South Building, Beverly Hills, California 90210.  Each person listed below is a citizen of the United States.