0001213900-19-014295.txt : 20190801
0001213900-19-014295.hdr.sgml : 20190801
20190801083632
ACCESSION NUMBER: 0001213900-19-014295
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190731
FILED AS OF DATE: 20190801
DATE AS OF CHANGE: 20190801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ECP ControlCo, LLC
CENTRAL INDEX KEY: 0001707921
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991101
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III, LLC
CENTRAL INDEX KEY: 0001621292
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991102
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS GP III CO-INVESTMENT (NESCO), LLC
CENTRAL INDEX KEY: 0001780268
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991103
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Energy Capital Partners III (NESCO Co-Invest), LP
CENTRAL INDEX KEY: 0001604735
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991104
BUSINESS ADDRESS:
STREET 1: C/O ENERGY CAPITAL PARTNERS III, LLC
STREET 2: 51 JOHN F. KENNEDY PKWY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6108
MAIL ADDRESS:
STREET 1: C/O ENERGY CAPITAL PARTNERS III, LLC
STREET 2: 51 JOHN F. KENNEDY PKWY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Energy Capital Partners GP III, LP
CENTRAL INDEX KEY: 0001697506
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991105
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III, LP
CENTRAL INDEX KEY: 0001594546
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991106
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-A, LP
CENTRAL INDEX KEY: 0001594547
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991107
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-B, LP
CENTRAL INDEX KEY: 0001594548
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991108
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-C, LP
CENTRAL INDEX KEY: 0001594549
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991109
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-D, LP
CENTRAL INDEX KEY: 0001594550
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38186
FILM NUMBER: 19991110
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NESCO HOLDINGS, INC.
CENTRAL INDEX KEY: 0001709682
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ARLINGTON TOWER
STREET 2: 1300 N 17TH STREET SUITE 820
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 202-654-7060
MAIL ADDRESS:
STREET 1: ARLINGTON TOWER
STREET 2: 1300 N 17TH STREET SUITE 820
CITY: ARLINGTON
STATE: VA
ZIP: 22209
FORMER COMPANY:
FORMER CONFORMED NAME: Capitol Investment Corp. IV
DATE OF NAME CHANGE: 20170619
4
1
ownership.xml
OWNERSHIP DOCUMENT
X0306
4
2019-07-31
0
0001709682
NESCO HOLDINGS, INC.
NSCO
0001707921
ECP ControlCo, LLC
51 JOHN F. KENNEDY PARKWAY,
SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001621292
ENERGY CAPITAL PARTNERS III, LLC
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001780268
ENERGY CAPITAL PARTNERS GP III CO-INVESTMENT (NESCO), LLC
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001604735
Energy Capital Partners III (NESCO Co-Invest), LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001697506
Energy Capital Partners GP III, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001594546
ENERGY CAPITAL PARTNERS III, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001594547
ENERGY CAPITAL PARTNERS III-A, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001594548
ENERGY CAPITAL PARTNERS III-B, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001594549
ENERGY CAPITAL PARTNERS III-C, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
0001594550
ENERGY CAPITAL PARTNERS III-D, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS
NJ
07078
0
0
1
0
Common Stock
2019-07-31
4
J
0
421650
D
25738988
I
See Footnotes
Warrants
2019-07-31
4
S
0
66281
1.5
D
2019-08-30
Common Stock
66281
2433719
I
See Footnotes
Warrants
2019-07-31
4
J
0
40911
D
2019-08-30
Common Stock
40911
2392808
I
See Footnotes
Reflects securities held directly by the following entities in the following amounts: NESCO Holdings, LP - 21,238,988, Energy Capital Partners III, LP ("ECP III") - 64,450, Energy Capital Partners III-A, LP ("III-A") - 2,169,601, Energy Capital Partners III-B, LP ("III-B") - 262,015, Energy Capital Partners III-C, LP ("III-C") - 896,947, Energy Capital Partners III-D, LP ("III-D") - 1,106,987.
The general partner of NESCO Holdings, LP is NESCO Holdings GP, LLC. The members of NESCO Holdings GP, LLC are ECP III, III-A, III-B, III-C, III-D, and Energy Capital Partners III (NESCO Co-Invest), LP ("NESCO Co-Invest"). The general partner of ECP III, III-A, III-B, III-C, and III-D is Energy Capital Partners GP III, LP ("ECP III GP LP"), and the general partner of ECP III GP LP is Energy Capital Partners III, LLC ("ECP III GP LLC"). The general partner of NESCO Co-Invest is Energy Capital Partners GP III Co-Investment (NESCO), LLC, and the managing member of Energy Capital Partners GP III Co-Investment (NESCO), LLC is ECP III GP LLC. The managing member of ECP III GP LLC is ECP ControlCo, LLC ("ECP ControlCo").
(Continued from footnote 2) As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by Nesco Holdings, LP. The managing members of ECP ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Due to the limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
In connection with and immediately following the Issuer's initial business combination on July 31, 2019, Nesco Holdings, LP distributed (i) common stock and warrants as consideration for the complete redemption of certain employees' common equity interests in Nesco Holdings, LP and (ii) common stock for the forfeiture of certain profits interests in Nesco Holdings, LP held by another employee. The securities distributed in (i) above represent such employees' pro rata share of the consideration that Nesco Holdings, LP received in connection with the Issuer's initial business combination based on certain of such employee's ownership in Nesco Holdings, LP. The common stock distributed in (ii) above represents a negotiated settlement for the employees forfeited profits interests. The closing price of the Issuer's common stock was $9.05 on the effective date of the initial business combination.
Each warrant entitles the holder to purchase from the issuer a number of shares of common stock at the price of $11.50 per share, subject to adjustments.
The warrants expire and terminate on the earlier to occur of July 31, 2024 and the date on which the warrants are redeemed at the issuer's election pursuant to warrant agreement governing such warrants.
Represents securities held directly by NESCO Holdings, LP.
None.
ECP ControlCo, LLC, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer
2019-08-01
Energy Capital Partners III, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer
2019-08-01
Energy Capital Partners GP III Co-Investment (NESCO), LLC, By: Energy Capital Partners III, LLC, its managing member, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: Managing Director and Chief Legal Officer
2019-08-01
Energy Capital Partners III (NESCO Co-Invest), LP, By: Energy Capital Partners GP III Co-Investment (NESCO), LLC, its GP, By: Energy Capital Partners III, LLC, its MGRM, By: ECP ControlCo, LLC, its MGRM, By: /s/ Christopher M. Leininger MD and CLO
2019-08-01
Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01
Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01
Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01
Energy Capital Partners III-B, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01
Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01
Energy Capital Partners III-D, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger Title: MD and CLO
2019-08-01