FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2020
HC2 HOLDINGS, INC.
| Delaware | 001-35210 | 54-1708481 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 450 Park Avenue, 30th Floor | ||||||||
| New York, NY 10022 | ||||||||
| (Address of principal executive offices) | ||||||||
| (212) 235-2690 | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report.) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.001 per share | HCHC | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o | |||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | ||
Item 8.01 Other Events.
On March 2, 2020, HC2 Holdings, Inc (“HC2”) announced that it completed the sale of the Global Marine Group (“GMG”), in which it held an approximately 73% equity interest, to an investment affiliate of J.F. Lehman & Company, LLC, excluding the previously announced sale of GMG’s 49% joint venture with Huawei Marine Networks Co., Limited (the “Sale”).
Also on March 2, 2020, HC2 provided notice (the “Asset Sale Redemption Notice”) to U.S. Bank National Association, as trustee (the “Trustee”), of its intent to use the net cash proceeds of the Sale to redeem $76,941,000.00 aggregate principal amount of HC2’s 11.500% Senior Secured Notes due 2021 (the “Notes”), pursuant to the Indenture, dated as of November 20, 2018 (the “Indenture”), at a redemption price equal to 104.5% of the principal amount of the Notes redeemed, plus accrued and unpaid interest since December 1, 2019 (the last regularly scheduled interest payment date) to the redemption date of April 2, 2020. The redemption of the Notes will be made in accordance with the terms of the Indenture. The Asset Sale Redemption Notice was sent by the Trustee to the registered holders of the Notes in accordance with the requirements of the Indenture on March 2, 2020.
The above description of the Asset Sale Redemption Notice is not complete and is qualified in its entirety by reference to Exhibit 99.1 hereto.
This report does not constitute a notice of redemption under the Indenture or an offer to tender for, or purchase, any Notes or any other security.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Item No. | Description | ||||
| 99.1 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 4, 2020
HC2 Holdings, Inc. (Registrant) | |||||||||||||||||
| By: | /s/ Michael J. Sena | ||||||||||||||||
| Name: Michael J. Sena | |||||||||||||||||
| Title: Chief Financial Officer | |||||||||||||||||
ASSET SALE REDEMPTION NOTICE
HC2 Holdings, Inc.
11.500% Senior Secured Notes due 2021
CUSIP Numbers 404139AD9 (Rule 144A) and U40462AE0 (Regulation S)
Redemption Date: April 2, 2020
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture dated as of November 20, 2018 (the “Indenture”), among HC2 Holdings, Inc. (the “Issuer”), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), that the Issuer has elected to redeem and will redeem on April 2, 2020 (the “Redemption Date”) $76,941,000.00 aggregate principal amount of the Issuer’s 11.500% Senior Secured Notes due 2021 (the “Notes”), at a redemption price equal to 104.5% of the principal amount of the Notes redeemed (the “Redemption Price”), plus accrued and unpaid interest since December 1, 2019 (the last regularly scheduled interest payment date), to the Redemption Date (together with the Redemption Price, the “Redemption Payment”) with the Net Cash Proceeds of an Asset Sale (each as defined in the Indenture).
Principal Amount of Redemption:
$75,094,000 (Rule 144A Notes) and $1,847,000 (Regulation S Notes)
Redemption Premium Amount:
$3,379,230 (Rule 144A Notes) and $83,115 (Regulation S Notes)
Interest Accrued to the Redemption Date:
$2,902,591.69 (Rule 144A Notes) and $71,391.69 (Regulation S Notes)
Total:
$83,377,328.38
Holders of the Notes will be paid the Redemption Payment upon presentation and surrender of their Notes for redemption at the address indicated below. Notes called for redemption must be so surrendered in order to collect the Redemption Payment. The address for delivery of the Notes is as follows:
If by Hand, Courier or Overnight Mail: U. S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 | ||
The method chosen for the delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured is suggested. Notes held through The Depository Trust Company (“DTC”) should be surrendered for redemption in accordance with the procedures of DTC therefor.
On the Redemption Date, the Redemption Payment will become due and payable on Notes called for redemption and, unless the Issuer defaults in making payment of the Redemption Payment, interest on Notes called for redemption shall cease to accrue on and after the Redemption Date.
For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-634-9802 Monday thru Friday from 8 AM to 6 PM CST.
IMPORTANT NOTICE
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service (“IRS”) to U.S. Bank National Association to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by U.S. Bank National Association before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you. . Please visit www.irs.gov for additional information on the tax forms and instructions.
*The Undersigned shall not be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to its correctness indicated in the Redemption Notice. They are included solely for convenience of the Holders.
By U.S. Bank National Association
As Trustee
Dated: March 2, 2020