|
AVR Reports
News Reports
-
August 17, 2022,
Washington Post: "Elon Musk says tweet on Manchester United purchase
was a joke" [Broader reactions to Glazer family control
of public companies]]
-
March 2, 2021
Wall Street Journal: "Philip Falcone’s Second Act in Long-Term-Care
Insurance Turns Ugly" [Progressing investigations of HC2 related
party transactions with insurance subsidiary];
see also commentary on the report:
March 2, 2021 DealBreaker: "Phil
Falcone’s Plan To Revolutionize Long-Term Care Insurance Went About As
Well As His Plan To Revolutionize The Wireless Industry" [Investment
professionals' observations of HC2 management]
-
February 25, 2021 Radio+Television
Business Report: "Philip Falcone Returns to LPTV Ownership" [Former chairman of HC2 and DBM still working in HC2 offices, 450 Park
Ave, and using DBM lawyers, Greenberg Traurig]
-
June 11, 2020 Institutional Investor: "Phil Falcone Out as HC2
CEO" [New board of HC2 shareholder representatives replaces CEO]
-
June 4, 2020 Institutional Investor:
"HC2 CEO Phil Falcone Sues Whistleblower at Insurance Subsidiary"
[Under reconstituted board of directors, HC2's continuing CEO pursues
claims against personal critic]
-
June 3, 2020 Bloomberg: "Philip
Falcone Claims He Can’t Pay $60,000 Settlement, Former Chef Says" [After
agreeing to court settlement, HC2 CEO states unable to pay]
-
May 14, 2020 Institutional Investor:
"Phil Falcone Hangs Onto HC2 Board Seat in Activist Battle" [Each
of 3 major shareholders gets 2 representatives on reconstituted 7-member
board]
-
May 14, 2020 The Deal: "Falcone
Remains HC2 CEO After Gorzynski Settlement" [Settlement of HC2
contest negotiated by shareholders seeking orderly transition]
-
May 13, 2020 Reuters:
"HC2 holdings reaches settlement with activist MG Capital for board
seats" [Anticipated HC2 settlement to reconstitute board with
representatives of 3 shareholders]
-
April 30, 2020 Institutional Investor: "Indebted Phil Falcone
Agrees to Forgo Bonus at HC2 in Midst of Proxy Fight" [Defense
strategy of sacrificing payments to CEO's creditors]
-
April 30, 2020 The Deal:
"Glass Lewis Backs Dissident in HC2 Board Battle" [Professionals'
observation of exceptional support to replace all members of board]
-
April 29, 2020 Reuters: "In rare
move, Glass Lewis backs all MG Capital nominees to replace entire HC2
board" [Proxy advisor supports shareholder views of need to
replace company's board of directors]
-
April 24, 2020 The Deal:
"ISS Urges Shareholders to Remove Falcone From HC2 Board"
[Professionals' observation of proxy adviser's policy to replace only
some directors while recommending replacement of their supported CEO]
-
April 23, 2020 Reuters: "Proxy
adviser ISS backs three of six MG Capital nominees at HC2" [Proxy
advisor applies its governance policies to contest for HC2 board of
directors]
-
April 20, 2020 Institutional Investor:
"No One: | Absolutely No One: | I Wonder What Phil Falcone Is Up To?"
[Investment community speculation about a regulated, publicly traded
company's chief executive officer]
-
March 30, 2020 CorpGov.com: "INTERVIEW: HC2 Holdings CEO Philip
Falcone Invests in Over-the-Air TV Revival" [Corporate governance
publication interviews chairman of HC2 and DBM as model of effective
management]
-
March 30, 2020 Reuters: "Activist investor makes new push for HC2
board to remove chief Falcone: letter" [Activist offers to
negotiate with HC2 board for removal of CEO-Chairman Falcone]
-
March 9, 2020 Financial Times:
"NY judge freezes hedge fund manager Philip Falcone’s assets"
[Competing demands for CEO's attention (and cash)]
-
March 3, 2020 Reuters:
"Activist MG Capital calls for HC2 to investigate insurance deal"
[HC2 challenger asks company's current directors to investigate source
of management fees]
-
February 21, 2020 Reuters:
"Lawsuit in NY says ex-hedge fund manager Falcone reneged on loans,
wrongly sold a Warhol" [Support of HC2's argued inability to
directly fund defendants' settlement of DBM shareholder claims]
-
February 19, 2020 The Deal: "Ex-Third Point Analyst Seeks to Oust
HC2’s Falcone" [Progress of proxy contest based on shareholder
survey]
-
January 28, 2020 The Deal:
"Ex-Third Point Analyst Eyes Director Fight at Falcone’s Firm"
[Activist initiates proxy contest based on views defined in shareholder
survey]
-
October 8. 2019 The Deal: "Activist Target: HC2 Holdings" [Determination
of shareholder support for strategy and management alternatives]; see
also previous reference in
September 30, 2019 The Deal |
Activist Weekly: "Latest Five | HC2 Holdings Inc."
[Professional attention to shareholder views of HC2 management]
-
August 1, 2019, Radio and
Television Business Report: "An HC2 Exec Rejoins Sinclair Amid
Funding Rumors" [Publicly reported rumors of DBM's controlling
shareholder HC2 needing more cash]
-
June 19, 2019 Reuters:
"Wall Street takes on long-term care payouts as insurers balk at costs"
[Finding opportunities for investment management fees in discarded
insurance portfolios]
-
June 4, 2019 Wall Street Journal:
"Philip Falcone Sets NYC Record With Nearly $80 Million Townhouse Sale"
[HC2 Chairman selling his mansions]
-
November 9, 2018
Thomson Reuters International Financing Review: "Even with strong
covenants, Falcone's HC2 junk bond lingers" [HC2 offering
restrictions of subsidiaries in effort to refinance bonds due next year]
-
September 14, 2018 Law360:
"Investor Seeks DBM Records To Probe Possible Misconduct"
[Legal journal's report of efforts to assure respect of company's
minority shareholder interests]
-
July 19, 2018
Charlotte Business Journal: "Steel fabricator used for Apple HQ,
other high-profile projects adding plant in Rock Hill, creating 180
jobs" [Local view of DBM's $9 million investment in Schuff
expansion facility]
-
August 17, 2017
Law360: "Paul Weiss Accused By Financial Co. Of Bad
Merger Advice" [Conglomerate sues legal counsel for failing to
explain procedures that could have blocked litigation claims of unfair
buyout]
-
April 30, 2016 Barron's:
"Phil Falcone’s Long Game" [Analyst views of HC2 reliance upon
dividends of partially owned subsidiaries instead of integrated cash
flow to support debt]
-
September 3, 2015 New York
Times | DealBook: "Philip Falcone, Former Head of Vast Fund, Tries a
3rd Act" [Reported objectives of HC2's leader with 2.2% real
ownership]
-
June 26, 2015 Law360:
"Harbinger Agrees To $3.7M Settlement In Stock Deal Suit"
[Progress of litigation in another merger involving Schuff parent's
chairman]
-
June 2, 2015 The Deal Newsroom:
"Philip Falcone’s fight with MCG Capital is getting dirty"
[Current focus of HC2 management]
-
February 4, 2015 Reno
Gazette-Journal: "Construction permits show Tesla gigafactory 'huge
bet'" [First phase steel contract for major project]
-
November 10, 2014 New York Post:
"Lawsuit claims Falcone swept in to steal steel deal"
[Allegations of unfair process in pricing the buyout]
-
November 3, 2014 New York Post:
"Falcone ‘steels’ away shares of Schuff International"
[Proceeding with forced buyout of minority shareholders]; see also
November 4, 2014
FINalternatives: "Falcone Set To Buy Out Steel Co. Shareholders"
[Professional fund manager view of investor interests in buyout]
-
August 29, 2014 New York Post:
"Falcone’s tactics in buying steel company draw fire"
[Reactions to proposed buyout of minority shareholders]
Reference Material
-
Company Reports
-
March 14, 2023,
INNOVATE Corp. (f/k/a HC2
Holdings, Inc.), slide presentation: "Q4 2022 Earnings Call Webcast Presentation" (16 pages,
1.2 MB, in
PDF format); for a replay of the March 14, 2023, 4:30 p.m. Q4 2022
INNOVATE Corp. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
March 14, 2023,
Seeking Alpha: "INNOVATE Corp. (VATE) Q4 2022 Earnings Call
Transcript" (9 pages,
179 KB, in PDF format)
-
March 14, 2023, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Fourth Quarter and Full Year 2022 Results |
Infrastructure: DBM Global finishes year strong; achieves 37% revenue
growth for 2022 - Life Sciences: MediBeacon completed enrollment of
both U.S. and China Pivotal Studies - Spectrum: Broadcasting added
contracts with three major networks and launched new programming -
Company meets Continued Listing Standards from NYSE"
(8
pages, 99 KB, in PDF format)
-
March 14, 2023, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-K Annual Report for the
fiscal year ended December 31, 2022 (143 pages, 1.6 MB in
PDF format)
-
January 5, 2023, INNOVATE
Corp. SEC Form 8-K: Items 1.01, 7.01 and 8.01, Exhibits (35 pages,
247 KB, in
PDF format) [Company reports
previous 13D disclosure of Continental-Gorzinsky voting agreement;
restoration of NYSE listing qualification; renegotiation of subsidiary
HC2 Broadcasting loan agreements to eliminate current cash
requirements;
termination of HC2 Network program licensing agreement with
Azteca TV]
-
November 2, 2022 INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), slide presentation: "Q3 2022
Earnings Release Supplement" (16 pages, 1.2 MB, in
PDF format); for a replay of the November 2, 2022 4:30 p.m. Q3 2022
INNOVATE Inc. Earnings Conference Call,
click here; for a subsequently published transcript of the call,
see November 2, 2012,
Seeking Alpha: "INNOVATE Corporation (NYSE:VATE) Q3 2022 Earnings Call
Transcript" (14 pages,
207 KB, in PDF format)
-
November 2, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Third Quarter 2022 Results | Infrastructure: DBM Global
delivers record revenue of $412.7 million in the third quarter driven
by strong demand and grows
total backlog to $1.9 billion - Life Sciences: MediBeacon's U.S.
Pivotal Study is progressing well - Spectrum: Broadcasting completed
the upgrade to ATSC 3.0 of two of our Ft. Wayne, Indiana stations -
Company receives Continued Listing Standards Notice from NYSE"
(11
pages, 772 KB, in PDF format)
-
November 2, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2022 (245 pages, 535 KB in
PDF format)
-
September 22, 2022, INNOVATE
Corp. SEC Form 8-K: Item 7.01. Company making presentation to Odeon
Capital Group investors; Exhibit: Investor Presentation (33 pages,
4.1 MB, in
PDF format) [Company invited to present management
plans to "selected clients" of boutique investment bank specializing
in "the high
yield & distressed corporate securities universe"]
-
September 16, 2022, INNOVATE
Corp. SEC Form 8-K: Item 5.02. Departure of Directors or Certain
Officers; Exhibit: Separation and Release Agreement with Chief Legal
Officer and Corporate Secretary Joseph Ferraro (13 pages,
166 KB, in
PDF format) [Chief legal officer serving HC2 since
2017 leaving, company states it no longer needs a chief legal
officer]
-
August 29, 2022, DBM
Global, Inc. (published by GlobeNewswire): "DBM Global Inc. Announces
Addition of Robert B. Holland, III to the Board of Directors"
[INNOVATE (f/k/a "HC2 Holdings") adds another independent director to
board of subsidiary DBM Global]
-
August 16, 2022, DBM
Global, Inc.: Notice of Action by the Majority Stockholder by Written
Consent (38 pages, 6.1 MB, in
PDF format) [Actions of INNOVATE Corp. to (A) re-elect
directors without annual meeting of stockholders and (B) adopt Amended
and Restated Bylaws to (i) suit broader investor interests and (ii)
legitimize past processes for avoiding annual meetings of
stockholders]
-
August 3, 2022 INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), slide presentation: "Q2 2022
Earnings Release Supplement" (16 pages, 1.1 MB, in
PDF format); for a replay of the August 3, 2022 4:30 p.m. Q2 2022
INNOVATE Inc. Earnings Conference Call,
click here; for a subsequently published transcript of the call,
see August 6, 2012, Seeking Alpha: "INNOVATE Corp. (VATE) CEO Wayne Barr, Jr. on Q2
2022 Results - Earnings Call Transcript" (10 pages,
182 KB, in PDF format)
-
August 3, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Second Quarter 2022 Results | Infrastructure: DBM
Global delivers revenue of $382.1 million in the second quarter driven
by continued strength at Banker Steel and robust demand in the
construction market - Life Sciences: MediBeacon's IDE application
accepted by the FDA; begins its U.S. Pivotal Study - Spectrum:
Broadcasting maintains focus on adding capacity and optimizing
performance"
(11
pages, 220 KB, in PDF format)
-
August 3, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2022 (60 pages, 535 KB in
PDF format)
-
August 2, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Appointment of Amy Wilkinson to the Board of Directors"
(1
page, 24 KB, in PDF format)
[In continuing effort to satisfy independent director listing
requirements, company adds new member of board with consulting and teaching
expertise in principles of
entrepreneurial management]
-
June 29, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Appointment of Brian Goldstein to the Board of Directors"
(2
pages, 26 KB, in PDF format)
[Retired accountant serving as director of subsidiary DBM appointed to
fill one of vacancies on INNOVATE board, further reducing independence
of DBM board]
-
June 16, 2022, INNOVATE
Corp (f/k/a HC2
Holdings, Inc.) SEC Form 4: Statement of Changes in Beneficial
Ownership (1 page,
64 KB, in
PDF format) [Director Shelly Lombard reports selling 35,000
shares at $1.91/sh day before effective time of resignation]
-
June 13, 2022, INNOVATE
Corp (f/k/a HC2
Holdings, Inc.) SEC Schedule 14A: Amendment of Proxy Statement (3 pages,
184 KB, in
PDF format) [Company reports board members Gorzynski, Lombard, and Courtis,
whose re-election was recently reported to be opposed by board's Chairman
Glazer, had resigned from board and were not standing for reelection at
June 17, 2022, annual meeting, also that audit committee and its
independent legal counsel are continuing Gorzynski's initiated
investigation of Glazer conduct]; see also
-
May 27, 2022, Avram
Glazer and Lancer Capital LLC: SEC Form 13D/A No.11 for INNOVATE Corp.
(f/k/a HC2 Holdings, Inc.) (7 pages, 138 KB, in
PDF format) [Chairman of INNOVATE board controlling 29% of
voting stock reports previous day's board rejection of his request for
waiver of poison pill limits to allow his purchase of additional
shares]
-
May 25, 2022, INNOVATE
Corp (f/k/a HC2
Holdings, Inc.) SEC Schedule 14A: Amendment of Proxy Statement (4 pages,
151 KB, in
PDF format) [Company reports Board Chairman Glazer's
May 20, 2022,
disclosure of his intent now to vote his 29% of stock against the
board candidates whose nominations he had previously agreed to support, and also that two
days earlier, on May 18, 2022, the Board's audit committee had received a
letter from Board member Gorzynski requesting its engagement of
independent counsel to investigate an alleged Glazer solicitation of a
stockholder to determine its possible violation of proxy rules]
-
May 20, 2022, Avram
Glazer and Lancer Capital LLC: SEC Form 13D/A No.10 for INNOVATE Corp.
(f/k/a HC2 Holdings, Inc.) (9 pages, 160 KB, in
PDF format) [Chairman of INNOVATE board controlling 29% of
voting stock reports intent to vote all shares "against" the re-election
of former allies Michael Gorzynski, Shelly C. Lombard, and Kenneth S.
Courtis; no explanation of changes in previously reported voting
agreements]
-
May 4, 2022 INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), slide presentation: "Q1 2022
Earnings Release Supplement" (14 pages, 1.1 MB, in
PDF format); for a replay of the May 4, 2022 4:30 p.m. Q1 2022
INNOVATE Inc. Earnings Conference Call, click here;
for a subsequently published transcript of the call, see
May 6, 2011, Seeking Alpha: "INNOVATE Corp. (VATE) CEO Wayne Barr, Jr. on Q1
2022 Results - Earnings Call Transcript" (9 pages,
179 KB, in PDF format)
-
May 4, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces First Quarter 2022 Results | Infrastructure: DBM
Global delivers record revenue of $402.2 million in the first quarter
driven by Banker Steel, large-scale projects and continued momentum -
Life Sciences: R2 has now shipped 100 GLACIAL® devices to customers
globally - Spectrum: Broadcasting completed the construction of 22 new
broadcast stations and added 12 new DMAs"
(7
pages, 79 KB, in PDF format)
-
May 4, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-Q Quarterly Report for the quarterly period
ended March 31, 2022 (55 pages, 783 KB in
PDF format)
-
April 27, 2022, INNOVATE
Corp (f/k/a HC2
Holdings, Inc.) SEC Schedule 14A: Notice of 2022 Annual Meeting and
Proxy Statement (130 pages,
3.0 MB, in
PDF format) [Proxy statement for routine annual meeting of
stockholders on June 16, 2022]
-
March 9, 2022,
INNOVATE Corp. (f/k/a HC2
Holdings, Inc.), slide presentation: "Q3 2021 Earnings Call Webcast Presentation" (16 pages,
1.2 MB, in
PDF format); for a replay of the March 9, 2022, 4:30 p.m. Q4 2021
INNOVATE Corp. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
March 9, 2022, Seeking Alpha: "INNOVATE Corp. (VATE) CEO Wayne Barr, Jr. on Q4
2021 Results - Earnings Call Transcript" (7 pages,
149 KB, in PDF format)
-
March 9, 2022,
INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE
Corp. Announces Fourth Quarter and Full Year 2021 Results |
Infrastructure: DBM Global delivers record revenue of $383.4 million
in the fourth quarter and maintains backlog level primed for a
successful 2022 - Life Sciences: R2 started shipping Glacial Spa to
China in preparation for launch - Spectrum: Broadcasting expands
footprint into 12 new designated market areas"
(8
pages, 104 KB, in PDF format)
-
March 9, 2022, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-K Annual Report for the
fiscal year ended December 31, 2021 (197 pages, 1.4 MB in
PDF format)
-
January 4, 2022, INNOVATE
Corp. SEC Form 8-K, press release: "DBM Global to Pay Cash Dividend" (4 pages,
101 KB, in
PDF format) [DBM to pay approximately $15 million, or
$3.89 per share, on January 28, 2022 to its stockholders of record at
the close of business on January 14, 2022]
-
November 4, 2021,
INNOVATE Corp. (f/k/a HC2
Holdings, Inc.), slide presentation: "Q3 2021 Earnings Call
Webcast Presentation" (37 pages, 2.8 MB, in
PDF format); for a replay of the November 4, 2021 4:30 p.m. Q3 2021
INNOVATE Inc. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
November 7,
2021, Seeking Alpha: "INNOVATE Corp. (VATE) CEO Wayne Barr, Jr. on Q3
2021 Results - Earnings Call Transcript" (8 pages,
169 KB, in PDF format)
-
November 4, 2021, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), press release: "INNOVATE Corp.
Announces Third Quarter 2021 Results | Infrastructure: DBM
Global maintains backlog of $1.6 billion while converting $383.0
million of revenue in Q3 - Life Sciences: Glacial Rx® receives
milestone FDA approval - Spectrum: Broadcasting delivers fourth
consecutive quarter of profitability"
(8
pages, 105 KB, in PDF format)
-
November 4, 2021, INNOVATE
Corp. (f/k/a HC2 Holdings, Inc.), SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2021 (71 pages, 581 KB in
PDF format)
-
October 28, 2021, DBM
Global, Inc. (published by GlobeNewswire), press release: "DBM Global
Inc. Announces Additions to Board of Directors" [INNOVATE (f/k/a
"HC2 Holdings") adds two apparently independent directors to board of
subsidiary DBM Global]
-
September 20, 2021, INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) press
release: INNOVATE Corp. Completes Name Change from HC2 Holdings,
Inc." (1 pages, 26 KB, in
PDF format), see also
September 20, 2021, INNOVATE Corp.
(f/k/a HC2 Holdings, Inc.) Investor Presentation (32 pages, 1.7MB, in
PDF format) [Revised corporate presentation
emphasizing investment holdings in core Infrastructure (DBM Global),
Life Sciences and Spectrum, distancing company from roots in Glazer's
Zapata and Falcone's Harbinger]
Note: new corporate website
is https://innovatecorp.com,
not the website
https://www.innovatecorp.com.br/ provided in some searches for the
new corporate name
-
August 30, 2021, HC2
Holdings, Inc., SEC Form 8-K: Material Modification to Rights of
Security Holders; Exhibits: Certificate of Designations of the Series
B Preferred Stock of HC2 Holdings, Inc.; Tax Benefits Preservation
Plan; Press Release (86 pages, 412 KB, in
PDF format) [HC2 adopts plan for "preserving tax
benefits" in event of new investor accumulation of more than 4.9% of
shares, protecting reported $170.3 million of federal net operating
loss (NOL) carryforwards]
-
August 6, 2021, DBM Global,
Inc. press release: "DBM Global to Pay Cash Dividend" (1 page,
64 KB, in
PDF format); see also similar
August 9, 2021, HC2
Holdings, Inc. press release: "HC2 Holdings Portfolio Company DBM
Global Inc. to Pay Cash Dividend" (2 pages,
23 KB, in
PDF format) [DBM to pay dividend of $5 million, or
$1.297 per share, on August 31, 2021]
-
August 6, 2021, HC2
Holdings, Inc., slide presentation: "Q2 2021 Earnings Release
Supplement" (16 pages, 1.0 MB, in
PDF format); for a replay of the August 6, 2021 8:30 a.m. Q2 2021
HC2 Holdings, Inc. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
August 6, 2021, Seeking Alpha: "HC2 Holdings, Inc. (HCHC) CEO Wayne Barr on Q2
2021 Results - Earnings Call Transcript" (12 pages,
175 KB, in PDF format)
-
August 6, 2021, HC2
Holdings, Inc., press release: "$1.6 billion DBM Backlog Highlights
HC2 Holdings Second Quarter 2021 Results - - Infrastructure: DBM
Global's backlog increased to $1.6 billion following Banker Steel
Acquisition - - Life Sciences: HC2 Increased its Stake in R2
Technologies - - Name Change to INNOVATE Corp Reflects Platform of
Innovative Infrastructure, Life Sciences and Spectrum Businesses"
(9
pages, 103 KB, in PDF format)
-
August 6. 2021, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2021 (69 pages, 506 KB in
PDF format)
-
July 9, 2021, HC2 Holdings,
Inc., press release: "HC2 Holdings, Inc. Announces New Name, INNOVATE
Corp.
| Name Change to INNOVATE Corp. Expected in Q3 2021 | Focused on
Infrastructure, Life Sciences and Spectrum" (2
pages, 25 KB, in PDF format)
[Reconstituted management announces plan to rebrand company, with
headquarters relocated to virtual office]
-
July 1, 2021, HC2
Holdings, Inc.: SEC Form 8-K: Entry into a Material Definitive
Agreement: HC2 Holdings completes sale of Continental Insurance to HC2
board member (45 pages, 275 KB, in
PDF format) [Transaction leaves HC2 with negative
earnings and negative equity; see also
bookmarked copy of 8-K filing
for sections relevant to HC2's profitable DBM subsidiary]
-
May 27, 2021, HC2
Holdings, Inc., SEC Form 8-K: Entry into a Material Definitive
Agreement; Termination of a Material Definitive Agreement; Completion
of Acquisition or Disposition of Assets; Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant (126 pages, 694 KB, in
PDF format) [Conclusion of DBM Global acquisition of Banker
Steel, with exhibits of new UMB Bank Credit Agreement providing
required DBM funding subject to restrictions on HC2 related party
transactions, and press release summarizing transactions]; see also
-
May 7, 2021, HC2
Holdings, Inc., slide presentation: "Q1 2021 Earnings Release
Supplement" (16 pages, 869 KB, in
PDF format); for a replay of the May 7, 2021 8:30 a.m. Q1 2021
HC2 Holdings, Inc. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
May 7, 2021, Seeking Alpha: "HC2 Holdings, Inc. (HCHC) CEO Wayne Barr on Q1
2021 Results - Earnings Call Transcript" (15 pages,
193 KB, in PDF format)
-
May 7, 2021, HC2 Holdings,
Inc., press release: "HC2 Holdings Reports First Quarter 2021 Results --
Portfolio Coalesces Around Infrastructure, Life Sciences and Spectrum --
Pending Banker Steel Acquisition Adds to DBM Global's Infrastructure
Opportunity -- Pending Insurance Disposition Sharpens Focus and Adds
$65 Million to Balance Sheet -- Successful Debt Refinancing in
February Significantly Enhances Capital Structure" (8
pages, 83 KB, in PDF format)
-
May 7. 2021, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended March 31, 2021 (60 pages, 433 KB in
PDF format)
-
April 28, 2021, HC2
Holdings, Inc. SEC Schedule 14A: Notice of 2021 Annual Meeting and
Proxy Statement (56 pages,
3.5 MB, in
PDF format) [Proxy statement for routine annual meeting of
stockholders on June 17, 2021]
-
March 29, 2021, HC2
Holdings, Inc.: SEC Form 8-K: Entry into a Material Definitive
Agreement | Sale of subsidiary Continental Insurance Group, Ltd. (80 pages,
452 KB, in
PDF format) [Reports sale of HC2 wholly owned
insurance group to company controlled by HC2 director Gorzynski,
attaching copy of a "Stock Purchase Agreement" establishing a nominal
price of $90 million including a $60 million cash payment and
provisions for immediate and future purchaser securities transactions
with HC2 and DBM Global defined in Exhibits which were not included in
the filing]
-
March 15, 2021, HC2
Holdings, Inc.: SEC Form 8-K: Entry into a Material Definitive
Agreement | Membership Interest Purchase Agreement (98 pages,
681 KB, in
PDF format) [Reports subsidiary DBM Global purchase of
Banker Steel for $145 million, including a $30 million Seller Note and
a seller "Trust Note" (the amount and terms of which are defined in
Exhibits which were not included in the filing), with copies of the
March 12, 2021 Membership Interest Purchase Agreement (excluding
Exhibits) and March 15, 2021 press release: "HC2 Holdings Portfolio
Company DBM Global to Acquire Banker Steel Family of Companies,
Leading Providers of Fabricated Structural Steel and Erection Services
| Acquisition Will Expand HC2’s Leading Steel Infrastructure Business
with Enhanced East Coast and Southeast Presence"]
-
March 10, 2021, HC2
Holdings, Inc., slide presentation: "Q4 2020 Earnings Release
Supplement" (20 pages, 689 KB, in
PDF format); for a replay of the March 10, 2021 5:00 p.m. HC2
Holdings, Inc. Fourth Quarter 2020 Earnings Call,
click here;
for a subsequently published transcript of the call, see
March 10, 2021, Seeking Alpha: "HC2 Holdings, Inc. (HCHC) CEO Wayne Barr on Q4
2021 Results - Earnings Call Transcript" (13 pages,
181 KB, in PDF format)
-
March 10, 2021, HC2
Holdings, Inc., SEC Form 10-K Annual Report for the fiscal year ended
December 31, 2020 (158 pages, 1.2 MB, in
PDF format)
-
March 10, 2021, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Fourth
Quarter and Full Year 2020 Results -- Fourth Quarter 2020 Consolidated
Net Revenue of $251.8 Million - Strategic Focus Sharpened on Growth in
Infrastructure, Life Sciences and Spectrum -- Capital Structure
Enhanced Through Rights Offering and Debt Refinancing" (11
pages, 121 KB, in PDF format)
-
February 8, 2021, United
States District Court, District of Delaware, HC2 Holdings 2, Inc.
and Continental General Insurance Company v. Motorsport Games Inc. et
al (Case No. 1:21-cv-00165-RGA): Complaint (47 pages,
290 KB, in
PDF format) [HC2 initiates derivative claims
against former joint venture partner for "a classic case of a
controlling stockholder abusing its fiduciary position to defraud
minority investors and snap up their shares at a deep discount—only
for the controlling stockholder to turn around and immediately realize
an enormous profit on the deal," claiming that HC2 management was
misled in August 2020 to sell its 26% interest in the Motorsport joint
venture for only $1.6 million but then observed in January 2021 that a
public offering of Motorsport valued the shares HC2 had sold at $206
million]
-
February 1, 2021, HC2
Holdings, Inc.: SEC Form 8-K: Issuance of $330 million 8.50% secured
notes and $51.8 million 7.50% convertible note, with Exhibits of
indentures (227 pages,
1.3 MB, in
PDF format) [Debt refinancing relying primarily upon
"Loan Collateral Fair Market Value of the Equity Interests of DBM
Global directly and/or indirectly held by the Company" and reliance
upon cash from DBM for debt service, co-signed (PDF p.120) by HC2
Holdings, Inc., HC2 Holdings 2, Inc., and by DBM Global Intermediate
Holdco Inc. as owner of 92% of DBM shares]
-
January 26, 2021, HC2
Holdings, Inc., press release: "HC2 Holdings Announces Upsizing
and Pricing of $330 Million Senior Secured Notes Offering" (2
pages, 23 KB, in PDF format)
[HC2 reports rate of 8.50% on notes to refinance 11.50% existing
notes, expected to close on February 1]
-
January 25, 2021, HC2
Holdings, Inc.: SEC Form 8-K: Certain information with respect to HC2
provided to investors in connection with the offering of the Notes;
Unaudited Pro Forma Condensed Consolidated Financial Statements (22 pages,
208 KB, in
PDF format) [Investor presentations for proposed
refinancing of current $410 million HC2 corporate debt reveals
positive HC2 stockholders equity had been based on optimistic
valuations of insurance group assets, now being reduced by $424
million for anticipated sale to one of directors (PDF p. 12); no
indications of reliance upon DBM assets for future debt service]
-
January 22, 2021, HC2
Holdings, Inc., press release: "HC2 Holdings Seeks to Refinance
Substantially All of its Existing Debt." (2
pages, 20 KB, in PDF format)
[HC2 issues press release announcing previously stated intent to
refinance debt maturing this year]
-
January 13, 2021, HC2
Holdings, Inc., press release: "HC2 Shares Potential Impact of
the New Congress on Infrastructure Spending and the Potential
Opportunities for its DBM Global Subsidiary – The Largest Steel
Fabrication Company in the U.S." (2
pages, 28 KB, in PDF format)
[HC2 advertises prospects of its only remaining source of cash]
-
December 10, 2020, HC2
Holdings, Inc., press release: "HC2 Receives Non-Binding Indication of
Interest for Potential Acquisition of Continental Insurance Business" (2
pages, 27 KB, in PDF format)
[Negotiation of sale of insurance group to HC2 board member serving as
its CEO for $65 million excluding "certain HC2 and HC2-affiliate
securities owned by Continental"]; see also
-
December 10, 2020,
Michael Gorzynski: SEC Form 13D/A for HC2 Holdings, Inc. (8 pages,
83 KB, in
PDF format) [HC2 director who initiated board reconstitution
engages leading activist law firm to negotiate his exit]
-
December 16, 2020,
Michael Gorzynski: SEC Form 13D/A for HC2 Holdings, Inc. (15 pages,
128 KB, in
PDF format) [Exhibited copy of December 14, 2020, confidentiality and standstill
agreement for negotiation of insurance subsidiary sale to exiting HC2 director]
-
December 4, 2020, Avram Glazer
and Lancer Capital LLC: SEC Form 13D/A for HC2 Holdings, Inc. (7 pages, 75 KB, in
PDF format) [New chairman of HC2 reports purchases of
additional 2,700,000 HC2 shares at recent market prices in $3.36-3.54
range per share, increasing total beneficial ownership to 24.8% of shares
outstanding after November 2020 rights offering]
-
November 30, 2020, HC2
Holdings, Inc.: SEC Form 8-K: Amendments to Articles of Incorporation
or Bylaws (23 pages, 132 KB, in
PDF format) [Reconstituted board makes longtime
director (since 2014) and interim CEO Barr the "permanent Chief
Executive Officer" of HC2, with $180,000 bonus to be awarded "if the
Board determines" at some unspecified time that his actions in 2020
have resulted in "the successful refinancing of the debt of the
Company and its affiliates"]; see also
-
November 23, 2020, HC2
Holdings, Inc.: SEC Form 8-K: Amendments to Articles of Incorporation
or Bylaws (6 pages, 157 KB, in
PDF format) [Reports stockholder approval of
certificate amendment supporting rights offering and attaches exhibit
of press release reporting preliminary result of rights exercised
providing approximately $65 million to be used "for general corporate
purposes, including debt service and for working capital"]
-
November 9, 2020, HC2
Holdings, Inc., slide presentation: "Q3 2020 Earnings Release
Supplement" (13 pages, 499 KB, in
PDF format); for a replay of the November 9, 2020 5:00 p.m. Q1 2020
HC2 Holdings, Inc. Earnings Conference Call,
click here;
for a subsequently published transcript of the call, see
November 11,
2020, Seeking Alpha: "HC2 Holdings, Inc. (HCHC) CEO Wayne Barr on Q3
2020 Results - Earnings Call Transcript" (15 pages,
185 KB, in PDF format)
-
November 9, 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Third
Quarter 2020 Results -- Third Quarter 2020 Consolidated Net Revenue
of $393.3 Million -- MediBeacon Receives Additional Commitment for
Funding of $20 Million" (10
pages, 112 KB, in PDF format)
-
November 9. 2020, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2020 (97 pages, 697 KB in
PDF format) [Note: File is bookmarked for sections relating
to DBM Global, re-branded by HC2 as its "Infrastructure" segment]
-
October 7, 2020, HC2
Holdings, Inc.: SEC Form 8-K: Revisions of Annual Report on Form 10-K
for the year ended December 31, 2019 (84 pages, 621 KB, in
PDF format) [Revisions of financial statements for
discontinued operations and corrections, also updating including a
report (page F-51, PDFp.70) of Schuff Class Action
that "settlement of the action became final, and the settlement
releases became effective, upon the expiration of the appeal period
for the Final Order on September 14, 2020" and a report (page
5,PDFp.10) of the October 2, 2020, "sale of ICS, its
wholly-owned subsidiary for a total consideration of $1.0 million,
subject to working capital adjustments"]
-
October 7, 2020, HC2
Holdings, Inc.: SEC Form 424B5: Prospectus Supplement (91 pages,
817 KB, in
PDF format) [Final prospectus for rights offering]
-
October 7, 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Announces Commencement of
Rights Offering" (2
pages, 33KB, in PDF format)
-
September 9, 2020, HC2
Holdings, Inc.: SEC Form 8-K: Entry into a Material Definitive
Agreement; other related events (65 pages, 364 KB, in
PDF format) [Shelf registration of rights offering at
$2.27/share, agreements for related party transactions with new board
members]; see also related
-
September 9, 2020, HC2
Holdings, Inc.: SEC Form S-3: Registration Statement (44 pages,
411 KB, in
PDF format)
-
September 10, 2020, Avram Glazer
and Lancer Capital LLC: SEC Form 13D/A for HC2 Holdings, Inc. (8 pages,
112 KB, in
PDF format) [New chairman of HC2 reports agreements for his
private investment in special issue of HC2 preferred stock and
participation in rights offering]
-
August 10, 2020, HC2
Holdings, Inc., slide presentation: "Q2 2020 Earnings Release
Supplement" (15 pages, 380 KB, in
PDF format); for a replay of the August 10, 2020 5:00 p.m. Q1 2020
HC2 Holdings, Inc. Earnings Conference Call,
click here; for a subsequently published transcript, see
August 11, 2020,
Thomson StreetEvents: "Edited Transcript of HC2 Holdings Inc earnings
conference call or presentation 10-August-20 9:00pm GMT" (10 pages,
187 KB, in PDF format)
-
August 10, 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Second
Quarter 2020 Results - Second Quarter 2020 Consolidated Net Revenue
of $377.0 Million - Completes Sale of 30% Interest in HMN Joint
Venture, Reducing Debt" (11
pages, 125 KB, in PDF format)
-
August 10. 2020, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2020 (165 pages, 1.0 MB, in
PDF format) [Note: File is bookmarked for exhibits of
previously undisclosed April 9, 2020 amendments of HC2 and DBM
financing agreements accommodating DBM payments to settle
Schuff class action claims against
HC2 and its co-defendants]
-
July 17, 2020, DBM Global,
Inc. press release: "DBM Global to Pay Cash Dividend" [HC2
withdraws another $5 million of DBM capital]; see also
July 20, 2020 HC2 Holdings,
Inc. press release: "DBM Global Inc., a HC2 Portfolio Company, to
Pay Cash Dividend" (2 pages, 30 KB, in
PDF format)
-
July 14, 2020 HC2 Holdings,
Inc. press release: "HC2 Holdings to Explore Strategic Options
for PTGi-International Carrier Services" (2 pages, 29 KB, in
PDF format) [New management to seek "strategic
options" for units other than its DBM core asset]
-
July 6, 2020 HC2 Holdings,
Inc. press release: "HC2 Holdings to Adjourn 2020 Annual Meeting
of Stockholders to July 30, 2020" (2 pages, 30 KB, in
PDF format) [Announces administrative process of
adjournment "due to, among other things, the recent change in the
Company’s executive management" that "Philip A. Falcone will not be
included on the Company’s slate of director nominees for the Annual
Meeting"]
-
July 1, 2020 HC2 Holdings,
Inc. press release: "HC2 Holdings Provides Update on Strategic
Initiatives" [New HC2 management determines predecessor's reported
plan to sell insurance subsidiaries not viable]
-
June 23, 2020, DBM Global,
Inc. press release: "DBM Global Inc. Announces Changes to Board of
Directors" [New management of HC2 reconstitutes board of DBM
Global]
-
June 11, 2020 HC2 Holdings,
Inc. press release: "HC2 Holdings Announces Executive Management
Change" [Reconstituted board of HC2 progresses with
reconstitution of management]; see also
June 16, 2020, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Item 5.02. Departure of Directors
or Certain Officers... (5 pages, 86 KB, in
PDF format) [Reporting HC2 board's June 10, 2020
action terminating CEO Falcone's employment, with his immediately
effective removal from boards of the company and all its affiliates]
-
May 27, 2020, HC2
Holdings, Inc.: SEC Form 14A Proxy Statement for Annual Meeting of
Shareholders on July 8, 2020 (70 pages, 3.3 MB, in
PDF format) [Notice of virtual annual meeting, presenting
nominees for board according to
provisions of "cooperation
agreements" with three shareholder groups]
-
May 14, 2020, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Entry into "cooperation
agreements" with three shareholder groups (44 pages, 348 KB, in
PDF format) [One-year standstill agreements with MG
Capital (Gorzyndki), Lancer Capital (Glazer) and JDS1 (Singer & Barr)
to reconstitute board of directors with representatives of each]
-
May 14, 2020, HC2
Holdings, Inc. and MG Capital Management, Ltd. joint press release: "HC2
Holdings and MG Capital Announce Settlement Agreement and Plan to
Reconstitute Board of Directors" (3
pages, 48, in PDF format)
[Pragmatic resolution of proxy contest allowing CEO Falcone to keep
position in exchange for granting board seats to 3 representative
shareholder interests]
-
May 11, 2020,
HC2 Holdings, Inc., slide presentation: "Q1 2020 Earnings Release
Supplement" (14 pages, 394 KB, in
PDF format); for a replay of the May 11, 2020 5:00 p.m. Q1 2020
HC2 Holdings, Inc. Earnings Conference Call,
click here; for a subsequently published transcript, see
May 12, 2020,
Thomson StreetEvents: "Edited Transcript of HC2 Holdings Inc earnings
conference call or presentation 11-May-20 9:00pm GMT" (12 pages,
187 KB, in PDF format)
-
May 11, 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Reports First
Quarter 2020 Results - First Quarter 2020 Consolidated Net Revenue of
$444.8 Million - Completes Sale of Global Marine Group, Reducing Debt
- COVID-19 Business Update" (15
pages, 900 KB, in PDF format)
-
May 11. 2020, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended March 31, 2020 (81 pages, 583 KB, in
PDF format)
-
May 7. 2020, HC2 Holdings,
Inc., press release: "HC2 Holdings Advises Stockholders to Revoke
Their Consents to Percy Rockdale’s Proposals" (3 pages,
44 KB, in
PDF format) [Incumbent management urges shareholders to
defer choice for two months]
-
May 4. 2020, HC2 Holdings,
Inc., press release: "DBM Global Inc., a HC2 Portfolio Company,
to Pay Cash Dividend" (2 pages,
30 KB, in
PDF format) [DBM will pay $3.89 per share dividend to
upstream $14 million cash needed for HC2 financial obligations, rather
than reduce DBM debt]
-
May 4. 2020, HC2 Holdings,
Inc., press release: "HC2 Holdings Announces Date Of 2020 Annual
Meeting Of Stockholders And Additional Board Nominees" (3 pages,
44 KB, in
PDF format) [Reports delayed annual meeting now scheduled
for July 8 with future May 22 record date, also nomination of two new
board candidates negotiated with affiliate of incumbent director Barr]
-
April 29, 2020, HC2
Holdings, Inc., SEC Form 10-K/A Amendment No. 1 of the Annual Report for the fiscal year ended
December 31, 2019 (36 pages, 363 KB, in
PDF format)
[PDF p.2]
"Explanatory
Note ...HC2 is filing this Amendment No. 1 on Form 10-K/A (this
“Form 10-K/A”) because it will not file its definitive proxy statement
within 120 days after the end of its fiscal year ended December 31,
2019. This Form 10-K/A amends and restates in its entirety Part III,
Items 10 through 14 of the Original Form 10-K, to include information
previously omitted from the Original Form 10-K in reliance on General
Instruction G(3) to Form 10-K...."
Note: The Amendment also
includes a section on "Certain Legal Proceedings Affecting the
Company and the Board" reporting the company's agreement to all
remedies sought in Tera v. HC2 Holdings Inc. [PDF p.7]: "...On
April 23, 2020, the parties agreed that the waiver and additional
disclosures, combined with the prior disclosures and approval of Percy
Rockdale’s nominees as Continuing Directors, mooted the need for
expedition and a preliminary injunction hearing, and the parties
informed the court that the plaintiff was withdrawing its request for
expedition and a preliminary injunction. In exchange for the plaintiff
agreeing to withdraw its request for preliminary injunction, the
parties agreed to allow the plaintiff to reserve the right to
challenge the validity of the consent revocations received prior to
the mooting actions in the event that Percy Rockdale loses the consent
solicitation and the number of revocations received prior to the
mooting actions were determinative of the outcome of the consent
solicitation."
-
April 28. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings CEO Phil Falcone
Voluntarily Commits to Forgo Bonus Until HC2 Stock Price Reaches
$7.50" (3 pages,
37 KB, in
PDF format) [HC2 CEO offers to waive payments to New
York and others with judgment rights to his assets; see Falcone
creditor actions]
-
April 27, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: "HC2 Holdings, Inc., MG Capital's Charade Continues" (11 pages,
902 KB, in
PDF format; for a copy processed for optical character recognition
[ocr], click here) [Slide presentation of incumbent management
view that challenger candidates lack relevant experience]
-
April 24, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: "HC2 Holdings, Inc., Setting the Facts Straight" (15 pages,
3.8 MB, in
PDF format; for a copy processed for optical character recognition
[ocr], click here) [Slide presentation of incumbent management
responses to challenger]
Note: In slide #10 (PDF
p.12), HC2 confirms its belief that the $132 per share price at which
HC2 transferred its DBM Global shares to its regulated insurance
affiliate was the properly determined value of DBM shares.
-
April 23. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Issues Statement On
ISS Report" (3 pages,
40 KB, in
PDF format) [Incumbent management's selection of proxy
advisor's views supporting retention of some current directors]
-
April 22. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Highlights Its Vision for
the Future" (4 pages,
49 KB, in
PDF format) [Management's commitment to continuing
policies]
-
April 21, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: HC2 Holdings, Inc. Supplemental Information to Consent
Revocation Statement (2 pages,
45 KB, in
PDF format) [Management concedes remaining issue to be heard
in expedited court hearing for injunctive relief, reporting agreement
that preferred shareholders will not exercise previously described
right to a "suicide pill" in event current board is replaced; see
Class Action for Directors' Breach of Duty]
-
April 17, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: HC2 Holdings, Inc. | Unlocking and Enhancing Stockholder
Value Through Growth and Innovation (67 pages, 7.7 MB, in
PDF format) [Management slide presentation of defense
arguments]; for a copy of the presentation processed for ocr (optical
character recognition), click
here
-
April 17, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: HC2 Holdings, Inc. Supplement to the Consent Revocation
Statement by the Board of Directors of HC2 Holdings, Inc. in
Opposition for a Consent Solicitation by Percy Rockdale LLC (4 pages,
87 KB, in
PDF format) [Management revises solicitation statements to
settle Tera v. HC2 class action claims of misrepresentation]
-
April 16. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Sends Letter to
Stockholders Correcting Gorzynski’s Smear Campaign Disguised as a
Consent Solicitation" (5 pages,
87 KB, in
PDF format) [Management's defensive responses to challenger]
-
April 13. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Sends Letter To
Stockholders Highlighting The Strengths Of The Board Of Directors And
Exposing The Shortcomings Of Percy Rockdale’s Woefully Unqualified And
Inexperienced Slate Of Nominees" (5 pages,
57 KB, in
PDF format) [Current management presents
its own comparison of candidate qualifications]
-
April 6, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials (4 pages,
74 KB, in
PDF format) [CEO Falcone letter to HC2 employees]
-
April 6. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Files Defeinitive
Consent Revocation Statement and Sends Letter to Stockholders" (7 pages,
83 KB, in
PDF format) [Current management presents
accomplishments since Falcone assumed control in 2014]
-
April 3, 2020, HC2
Holdings, Inc. SEC Schedule 14A Consent Revocation Statement (64 pages,
1.9 MB, in
PDF format) [Current management's response to same day's
filing and distribution of consent solicitation to replace board of directors,
posted here]
-
April 2. 2020, HC2
Holdings, Inc., press release: "HC2 CEO Phil Falcone Sends Letter
to Stockholders" (4 pages, 47 KB, in
PDF format) [CEO defends strategy and progress,
promising to "work hard" on continuing execution]
-
April 1. 2020, HC2
Holdings, Inc., press release: "HC2 Holdings Announces Separation
of Chairman and Chief Executive Officer Roles" (3 pages, 36 KB, in
PDF format) [HC2 adopts "good governance" practice favored
by voting policies of shareholders with 5% of shares]
-
March 31. 2020, HC2
Holdings, Inc., press release: "HC2 Issues Response to Percy
Rockdale Letter" (3 pages, 39 KB, in
PDF format) [Management reaction to
March 30, 2020, MG Capital
Management, Ltd. (published by Business Wire): "MG Capital Sends Letter to
HC2’s Recently-Appointed Lead Director"]
-
March 27, 2020, HC2
Holdings, Inc. SEC Schedule 14A Preliminary Proxy Statement (62 pages,
518 KB, in
PDF format) revision of previous
March 20, 2020, HC2
Holdings, Inc. SEC Schedule 14A Preliminary Proxy Statement (62 pages,
513 KB, in
PDF format) [Current management's response to March 13, 2020
filing of preliminary form of consent solicitation to replace board of directors,
posted here]
See pages15-16 (PDF pp.21-22):
Certain Legal Proceedings Affecting Mr.
Falcone
"...In addition, Mr. Falcone is a named
defendant in litigation in connection with certain personal financial
matters. HC2 understands that Mr. Falcone continues to vigorously
pursue his defense in connection with these matters, which may be time
consuming and may result in the loss of certain shares of his
investment in HC2."
[For background and links to records, see
March 9, 2020 Financial Times:
"NY judge freezes hedge fund manager Philip Falcone’s assets"]
-
March 16, 2020, HC2
Holdings, Inc., SEC Form 10-K Annual Report for the fiscal year ended
December 31, 2019 (428 pages, 4.6 MB, in
PDF format)
-
March 16, 2020, HC2
Holdings, Inc., slide presentation: "HC2 Holdings, Inc. Q4 2019
Earnings Release Supplement" (21 pages, 1.4 MB, in
PDF format); for a replay of the March 16, 2020 5:00 p.m. Q4 2018
HC2 Holdings, Inc. Earnings Conference Call,
click here (see also
March 17, 2020 Thomson Reuters StreetEvents: Edited Transcript of HC2
Holdings Inc earnings conference call, March 16, 2020)
-
March 13, 2020, HC2
Holdings, Inc. (published by GlobeNewswire): "HC2 Holdings Issues
Statement Regarding Percy Rockdale’s Preliminary Consent Solicitation
Filing" [Standard playbook response to consent solicitation
for replacement of directors]
-
February 18, 2020,
HC2 Holdings, Inc. (published by GlobeNewswire): "HC2 Holdings Issues
Statement Regarding Percy Rockdale’s Nomination of Directors"
[Management defense response to dissident nomination of candidates to
replace current directors]
-
February 14,
2020, Philip A. Falcone, SEC Schedule 13D (Amendment 25): Reporting
beneficial ownership of 9,072,612 shares (4 pages, 51 KB, in
PDF format)
Item 5. Interest in
Securities of the Issuer.
...As of the date hereof,
Philip A. Falcone is the beneficial owner of 9,072,612 Shares,
constituting 17.2% of the outstanding Shares and consisting of (i)
1,277,711 Shares owned directly by Mr. Falcone, of which Mr. Falcone
has the sole power to vote or dispose of such Shares, (ii) 540,000
Shares owned by Global Opportunities Breakaway MM LLC (“Global
Opportunities”), of which Mr. Falcone is the Managing Member and, as
such, has the sole power to vote or dispose of such Shares, and (iii)
7,254,901 Shares which Mr. Falcone has the right to acquire within 60
days upon the exercise of outstanding options or the settlement of
outstanding restricted stock units ("RSUs"), in each case granted by
the Issuer. References to the percentage ownership of Shares in this
Schedule 13D are based upon 45,935,196 Shares stated to be outstanding
as of October 31, 2019 by the Issuer in its Quarterly Report on Form
10-Q for the quarter ended September 30, 2019, filed with the
Securities and Exchange Commission (the "SEC") on November 5, 2019.
[Note A:
Using the report's stated number of 45,935,196 shares outstanding, the
combined 1,277,711 issued shares actually owned by Mr. Falcone (2.78%
of the total issued and outstanding) the 540,000 issued shares owned
by the fund he manages (1.18% of outstanding) give Mr. Falcone control
of 1,817,711 votes (3.96% of total voting rights).]
[Note B: This
13D report provides no explanation of effects on reported ownership
interests relating to the publicly filed
October 3, 2019,
Supreme Court of the State of New York, The City of New York,
Petitioner-Judgment Creditor, v. HC2 Holdings, Inc.,
Respondent-Garnishee (Index No. 451275/2019): Order and Judgment.]
-
February 10, 2020,
HC2 Holdings, Inc. (published by GlobeNewswire): "HC2 Holdings in
Advanced Discussions to Sell Continental Insurance, Retains Advisor to
Explore Strategic Options on DBM Global" [Few days before
court hearing of proposed DBM settlement, HC2 announces intent to
explore sale of DBM]
-
January 30, 2020, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Agreement to sell Global
Marine Holdings, Limited (115 pages, 570 KB, in
PDF format) [DBM parent to sell its other large
operating company to a non-strategic investor for promised reduction
of HC2 debt]
-
November 8, 2019, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press Release dated
titled "DBM Global Inc., a HC2 Portfolio Company, to Pay Cash
Dividend" (5 pages, 82 KB, in
PDF format) [DBM to pay cash dividend of $3.42 per
share on November 27, 2019; "HC2 expects to receive approximately
$12.2 million of the total $13.2 million dividend payout"]
-
November 5, 2019,
HC2 Holdings, Inc., slide presentation: "Q3 2019 Earnings Release
Supplement" (23 pages, 520 KB, in
PDF format); for a replay of the August 8, 2019 5:00 p.m. Q2 2019
HC2 Holdings, Inc. Earnings Conference Call,
click here; for a subsequently published transcript, see
November 6, 2019,
Thomson StreetEvents: "Edited Transcript of HC2 Holdings Inc earnings
conference call or presentation 5-Nov-19 10:00pm GMT" (14 pages,
205 KB, in PDF format)
-
November 5, 2019, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Third Quarter
2019 Results - Third Quarter 2019 Consolidated Net Revenue of $475.7
Million - Marine Services Segment Announces Sale of Stake in HMN Joint
Venture - Reaffirms 2019 Guidance for Construction Segment" (11
pages, 131 KB, in PDF format)
-
November 5, 2019, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2019 (243 pages, 2.5 MB, in
PDF format)
-
September 2019,
HC2 Holdings, Inc. | Corporate Overview (36 pages, 3.2 MB, in
PDF format) [posted on company
Investor Relations website September 26, 2019]
-
August 8, 2019, HC2
Holdings, Inc., slide presentation: "Q2 2019 Earnings Release
Supplement" (25 pages, 474 KB, in
PDF format); for a replay of the August 8, 2019 5:00 p.m. Q2 2019
HC2 Holdings, Inc. Earnings Conference Call,
click here;
for a subsequently published transcript, see
August 9, 2019,
Thomson StreetEvents: "Edited Transcript of HC2 Holdings Inc earnings
conference call or presentation Thursday, August 8, 2019" (14
pages, 205 KB, in PDF
format)
-
August 8, 2019, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Second Quarter
2019 Results - Second Quarter 2019 Consolidated Net Revenue Grew 4.4%
Year-Over-Year to $518.6 Million - Reaffirms 2019 Guidance for
Construction Segment" (19 pages, 827 KB, in
PDF format)
-
August 8, 2019, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2019 (135 pages, 1.6 MB, in
PDF format)
-
June 18, 2019, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Item 5.07. Submission of Matters to
a Vote of Security Holders (4 pages, 58 KB, in
PDF format)
The reported votes for "Proposal
2: Approval of Advisory Vote on the Compensation of the Company ’s
Named Executive Officers" constituted the following percentages of
votes cast (based on the number of entitled votes reported in the
company's
April 29, 2019 Proxy
Statement):
Support |
Abstention |
Dissent |
Turnout |
48.5% |
0.4% |
51.0% |
58.6% |
-
May 7, 2019, HC2
Holdings, Inc., slide presentation: "HC2 Holdings, Inc. First Quarter
2019 Conference Call Investor Presentation" (29 pages, 1.1 MB, in
PDF format); for a replay of the May 7, 2019 5:00 p.m. Q1 2019 HC2
Holdings, Inc. Earnings Conference Call,
click here; for a subsequently published transcript, see
May 8,
2019, Thomson StreetEvents: "Edited Transcript of HC2 Holdings Inc
earnings conference call" (17 pages, 217 KB, in
PDF format)
-
May 7, 2019, HC2
Holdings, Inc., press release: "HC2 Holdings Reports First Quarter
2019 Results - First Quarter 2019 Consolidated Net Revenue Grew
8.3% Year-Over-Year to $491.4 Million - Reaffirms 2019 Guidance for
Construction Segment" (12 pages, 642 KB, in
PDF format)
-
May 7, 2019, HC2 Holdings,
Inc., press release: "DBM Global Inc., a HC2 Portfolio Company, to Pay
Cash Dividend" (2 pages presented in HC2 Holdings, Inc., SEC Form
8-K Current Report: 5 pages, 90 KB, in
PDF format)
-
May 7, 2019, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended
March 31, 2019 (71 pages, 972 KB, in
PDF format)
-
April 29, 2019, HC2
Holdings, Inc.: SEC Form 14A Proxy Statement for Annual Meeting of
Shareholders on June 13, 2019 (61 pages, 1.4 MB, in
PDF format)
Security Ownership of
Certain Beneficial Owners and Management (pp. 47-49)
"As of April 16, 2019,
there were (i) 45,629,254 shares of common stock, (ii) 6,375 shares of
Series A Preferred Stock equal to 1,520,387 shares of common stock on
an as-converted basis, and (iii) 4,000 shares of Series A-2 Preferred
Stock equal to 568,182 shares of common stock on an as-converted
basis, in each case, outstanding and entitled to vote, or a total of
47,717,823 shares of common stock (including the Preferred Stock on an
as-converted basis) outstanding and entitled to vote."
Philip A. Falcone
is reported to own beneficially 7,850,328 shares of the company's
issued common stock, constituting 15.1% of the shares that would be
issued if he exercised his options, referring to footnote 11:
"Includes 6,043,953 vested stock options and 500,001 stock options
that vest within 60 days of April 16, 2019. Includes 540,000 shares of
the Company’s common stock owned by Global Opportunities Breakaway MM
LLC, of which Mr. Falcone is the Managing Member and, as such, has
sole power to vote or dispose of such shares."
Outstanding Equity
Awards at Fiscal Year End (p. 32)
Exercise prices of Mr.
Falcone's options range from $3.58 to $13.50 per share, with a total
394,002 shares at prices below $4.00 per share and a weighted average
price for all currently exercisable options of $6.31 per share.
[Note: Using
the report's stated number of 45,629,254 shares outstanding and
entitled to vote, the total 1,306,374 shares actually owned and
eligible for voting by Mr. Falcone is 2.86% of shares issued.
Including his control of the the 540,000 issued shares owned by the
fund he manages, Mr. Falcone controls a total 1,846,374 votes, equal
to 4.05% of all shares issued.]
-
March 12, 2019, HC2
Holdings, Inc.: SEC Form 10-K Annual Report for the fiscal year ended
December 31, 2018 (211 pages, 2.5 MB, in
PDF format)
-
March 12, 2019, HC2
Holdings, Inc., slide presentation: "HC2 Holdings, Inc. Fourth Quarter
2018 Conference Call Investor Presentation" (25 pages, 3.3 MB, in
PDF format); for a replay of the March 12, 2019 5:00 p.m. Q4 2018
HC2 Holdings, Inc. Earnings Conference Call,
click here
-
March 12, 2019, HC2
Holdings, Inc., press release: "HC2 Holdings Reports Fourth Quarter
and Full Year 2018 Results" (20 pages, 1.2 MB, in
PDF format)
-
February 8, 2019, HC2
Holdings, Inc.: SEC Form 8-K Current Report (3 pages, 41 KB, in
PDF format)
Item 5.02 Departure of
Directors or Certain Officers...
On February 8, 2019, Andrew
G. Backman - Managing Director of Investor Relations/Public Relations,
notified the Company that he will resign from his position effective
March 11, 2019 to pursue other career opportunities.
-
January 14, 2019,
Philip A. Falcone, SEC Schedule 13D (Amendment 24): Reporting
beneficial ownership of 7,841,663 shares (5 pages, 62 KB, in
PDF format)
Item 5. Interest in
Securities of the Issuer.
References to the
percentage ownership of Shares in this Schedule 13D are based upon
44,774,936 Shares stated to be outstanding as of October 31, 2018 by
the Issuer in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018, filed with the Securities and Exchange Commission
(the "SEC") on November 6, 2018.....
...As of the date hereof,
Philip A. Falcone is the beneficial owner of 7,841,663 Shares,
constituting 15.4% of the outstanding Shares and consisting of (i)
1,257,711 Shares owned directly by Mr. Falcone, of which Mr. Falcone
has the sole power to vote or dispose of such Shares, (ii) 540,000
Shares owned by Global Opportunities Breakaway MM LLC (“Global
Opportunities”), of which Mr. Falcone is the Managing Member and, as
such, has the sole power to vote or dispose of such Shares, and (iii)
6,043,952 Shares which Mr. Falcone has the right to acquire within 60
days upon the exercise of outstanding options or the settlement of
outstanding restricted stock units ("RSUs"), in each case granted by
the Issuer..
[Note: Using
the report's stated number of 44,774,936 shares outstanding and owned,
the total 7,841,663 shares reported as owned and subject to option
rights are 17.51% of the shares reported outstanding, and the combined
1,250,873 issued shares actually owned by Mr. Falcone and the 540,000
issued shares owned by the fund he manages total 4.01% of the shares
outstanding.]
-
December 4, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Entry Into a Material
Definitive Agreement (477 pages, 2.7 MB, in
PDF format) [Description of DBM Global financing
arrangements for previously reported conclusion of GrayWolf
acquisition, with exhibits of agreements]
-
November 30, 2018,
HC2 Holdings, Inc. (published by GlobeNewswire): "HC2 Portfolio
Company DBM Global Inc. Completes Acquisition of GrayWolf Industrial"
[DBM closes GrayWolf acquisition with vaguely described "$40 million
of cash from HC2’s insurance subsidiary"]
-
November 21, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Secured Notes Terms and
Conditions; Exhibit 4.1: Indenture (7.5% Convertible Senior Notes due
2022) and Exhibit 4.2: Indenture (11.500% Senior Notes Due 2021)
(234 pages, 1.2 MB, in PDF
format)
-
November 13, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Notes offering (45
pages, 8.2 MB, in PDF
format); for relevance to DBM Global, see Ex. 99.2 "Recent
Developments" (PDF page 7), including the following new disclosures:
GrayWolf Industrial
Acquisition
...In connection with
the GrayWolf Merger, as described below, we anticipate that we and
certain of our subsidiaries will use existing cash to make indirect
investments in DBM Global, through investments in DBM Intermediate in
an aggregate amount of at least $40.0 million. Shortly after the
closing of this offering, but prior to the consummation of the
GrayWolf Merger, we intend to form a new Subsidiary Guarantor (“DBM
Intermediate”), and, prior to consummation of the GrayWolf Merger, we
will contribute all of HC2’s and HC2 Holdings 2, Inc.’s outstanding
direct equity interests in DBM Global (representing an aggregate of
89.82% of DBM Global’s currently outstanding common stock) to DBM
Intermediate. Any preferred stock issued to HC2 or of any of our other
subsidiaries in connection with the GrayWolf Merger will be issued by
DBM Intermediate. DBM Intermediate will then invest the net proceeds
from any such preferred stock issuance in DBM Global, either in the
form of common or preferred equity. We also anticipate that DBM Global
will make an equity investment in GrayWolf Industrial of $15.0 million
with the net proceeds from borrowings under DBM Global’s existing
credit facility. In addition, upon closing of the GrayWolf Merger, one
of DBM Global’s subsidiaries will assume approximately $80.0 million
of Target’s outstanding indebtedness which is expected to be
refinanced with indebtedness of DBM Global immediately thereafter....
-
November 12, 2018,
HC2 Holdings, Inc. (published by GlobeNewswire): "HC2 Holdings
Announces Launch of $470 Million Senior Secured Notes Private Offering
and Concurrent $55 Million Convertible Senior Notes Private Offering"
[Controlling shareholder of DBM revises stalled refinancing with
portion of convertible notes]
-
November 2018,
HC2 Holdings, Inc. | Corporate Overview (58 pages, 2.6 MB, in
PDF format) [posted on company
Investor Relations website November 8, 2018]
-
November 7, 2018,
HC2 Holdings, Inc., slide presentation: "HC2 Holdings, Inc. Third
Quarter 2018 Conference Call Investor Presentation" (37 pages, 1.4
MB, in PDF format); for a
replay of the November 7, 2018 5:00 p.m. Q3 2018 HC2 Holdings, Inc.
Earnings Conference Call,
click here
-
November 7, 2018, HC2
Holdings, Inc., press release (published by GlobeNewswire): "HC2
Holdings Reports Third Quarter 2018 Results | Re-Affirms 2018 Guidance
for Construction and Marine Services Segments" (19 pages, 597 KB,
in PDF format)
-
November 6, 2018, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2018 (89 pages, 1.4 MB, in
PDF format)
-
October 22, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: multiple events,
including "Notes offering" reported in attached press release, "HC2
Holdings Announces Launch of $535 Million Senior Secured Notes Private
Offering | Net Proceeds to Refinance 11% Senior Secured Notes" (64
pages, 11.9 MB, in PDF
format); for relevance to DBM Global, see Ex. 99.6 "Risk Factors" (PDF
page 19):
The notes are
structurally subordinated to all liabilities of our subsidiaries that
are not guarantors and may be diluted by liens granted to secure
future indebtedness.
…indebtedness of our
subsidiaries that are not guarantors will be entitled to be repaid in
full from the proceeds of the assets of such subsidiaries, before any
payment may be made to holders of the notes from such proceeds. The
indenture does not prohibit the ability of our subsidiaries to incur
additional indebtedness or grant liens secured by assets of our
subsidiaries, but will permit such indebtedness in a limited manner.
Further, we may incur future indebtedness, some of which may be
secured by liens on the collateral securing the notes (including
First-Out Obligations), to the extent permitted by the indenture.
-
October 11, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: "HC2 Portfolio Company
DBM Global Inc. To Acquire GrayWolf Industrial, A Leading Provider Of
Specialty Maintenance, Repair And Installation Services" (6 pages,
103 KB, in PDF
format) [Report of DBM Agreement and Plan of Merger to acquire
company for $135 million from private equity firm, Charlesbank Capital
Partners]
-
September 10, 2018,
Philip A. Falcone, SEC Schedule 13D (Amendment 23): Reporting
beneficial ownership of 7,275,198 shares (5 pages, 56 KB, in
PDF format)
-
August 2018, HC2
Holdings, Inc. | Corporate Overview (60 pages, 2.5 MB, in
PDF format) [posted on company Investor Relations website
August 10, 2018]
-
August 8, 2018, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2018 (102 pages, 1.5 MB, in
PDF format)
-
August 8, 2018, HC2
Holdings, Inc., slide presentation: "HC2 Holdings, Inc. Second Quarter
2018 Conference Call Investor Presentation" (40 pages, 1.4 MB, in
PDF format); for a replay of the August 8, 2018 5:00 p.m. Q2 2018
HC2 Holdings, Inc. Earnings Conference Call,
click here
-
August 8,
2018, HC2 Holdings, Inc., press release (published by GlobeNewswire):
"HC2 Holdings Reports Second Quarter 2018 Results | Re-Affirms 2018
Guidance for Construction and Marine Services Segments" (17 pages,
580 KB, in PDF format)
-
July 19, 2018, DBM
Global Inc. f/k/a Schuff International (published by GlobeNewswire):
"DBM Global Announces Acquisition of Steel Fabrication Facility in
Rock Hill, South Carolina" [DBM expands Schuff operations
"to deliver increased value for our shareholders"]
-
May 2018, HC2
Holdings, Inc. | Corporate Overview (57 pages, 2.6 MB, in
PDF format) [posted on company Investor Relations website
May 10, 2018]
-
May 10, 2018, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended
March 31, 2018 (81 pages, 1.1 MB, in
PDF format)
-
May 10, 2018,
HC2 Holdings, Inc., slide presentation: "HC2 Holdings, Inc. First
Quarter 2018 Conference Call Investor Presentation" (37 pages, 1.4
MB, in PDF format); for a
replay of the May 10, 2018 5:00 p.m. Q1 2018 HC2 Holdings, Inc.
Earnings Conference Call,
click here
-
May 10, 2018,
HC2 Holdings, Inc., press release (published by GlobeNewswire): "HC2
Holdings Reports First Quarter 2018 Results | Re-Affirms 2018 Guidance
for Construction and Marine Services Segments" (15 pages, 601 KB,
in PDF format)
-
May 9, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Departure of Paul K.
Voigt, Senior Managing Director of Investments at HC2 Holdings, Inc
and Director of DBM Global (3 pages, 42 KB, in
PDF format)
-
April 30, 2018, HC2
Holdings, Inc.: SEC Form 14A Proxy Statement for Annual Meeting of
Shareholders on June 13, 2018 (88 pages, 1.3 MB, in
PDF format)
-
March 2018, HC2
Holdings, Inc. | Corporate Overview (51 pages, 2.2 MB, in
PDF format) [posted on company Investor Relations website
March 14, 2018]
-
March 14, 2018, HC2
Holdings, Inc.: SEC Form 10-K Annual Report for the fiscal year ended
December 31, 2017 (184 pages, 2.3 MB, in
PDF format)
-
March 14, 2018, HC2
Holdings, Inc., slide presentation: "HC2 Holdings, Inc. Fourth Quarter
and Full Year 2017 Conference Call Investor Presentation" (29
pages, 1.3 MB, in PDF
format); for a replay of the March 8, 2017 5:30 p.m. Q4 2016 and Full
Year HC2 Holdings, Inc. Earnings Conference Call,
click here
-
March 14, 2018, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Results of Operations and
Financial Condition; Exhibits: Press Release of HC2 Holdings, Inc. and
Conference Call Investor Presentation (50 pages, 7.4 MB, in
PDF format)
-
November 20, 2017,
DBM Global Inc. f/k/a Schuff International (published by GlobeNewswire):
"DBM Global Announces Agreement to Acquire Mountain States Steel"
[DBM (f/k/a Schuff) expands infrastructure construction capabilities
with cash acquisition of steel fabricator]
-
November 8, 2017, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2017 (101 pages, 1.3 MB, in
PDF format)
-
November 8, 2017, HC2
Holdings, Inc., slide presentation: "Third Quarter 2017 Conference
Call" (24 pages, 1.1 MB, in
PDF format); for a replay of the November 8, 2017 5:00 p.m. Q3
2017 HC2 Holdings, Inc. Earnings Conference Call,
click here
-
November 8, 2017, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press release, "HC2
Holdings Reports Third Quarter 2017 Results" (18 pages, 273 KB, in
PDF format)
-
November 1, 2017, DBM
Global Inc. (published by GlobeNewswire): "DBM Global to Pay Cash
Dividend" [DBM (f/k/a Schuff) continuing dividend distributions in
support of parent company cash requirements]; see also
November 1, 2017 HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press Release dated
November 1, 2017, titled "HC2 Portfolio Company DBM Global Inc. to Pay
Cash Dividend" (5 pages, 82 KB, in
PDF format)
-
October 27, 2017, DBM
Global Inc. (published by GlobeNewswire): "DBM Global Inc. to Acquire
Leading Bridge & Infrastructure Detail and Modeling Company Candraft"
[DBM (f/k/a Schuff) continuing strategic acquisitions of related
business operations]
-
August 9, 2017, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended June 30, 2017 (73 pages, 1.2 MB, in
PDF format)
-
August 9, 2017, HC2
Holdings, Inc., slide presentation: "Second Quarter 2017 Conference
Call" (22 pages, 1.1 MB, in
PDF format); for a replay of the August 9, 2017 5:00 p.m. Q2 2017
HC2 Holdings, Inc. Earnings Conference Call,
click here
-
August 9, 2017, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press release, "HC2
Holdings Reports Second Quarter 2017 Results" (17 pages, 263 KB,
in PDF format)
-
May 11, 2017, DBM
Global Inc. f/k/a Schuff International (published by GlobeNewswire):
"DBM Global Moves Up Dividend Payment Date From June 5, 2017 to May
30, 2017" [DBM (f/k/a Schuff) accelerating date of payment
for $1.29 per share cash dividend from June 5 to May 30]
-
May 2017, HC2
Company presentation (41 pages, 2.0 MB, in
PDF format) [posted on company Investor Relations website
May 10, 2017, replacing
March 2017 presentation]
-
May 10, 2017, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended
March 31, 2017 (66 pages, 906 KB, in
PDF format)
-
May 10, 2017, HC2
Holdings, Inc., slide presentation: "First Quarter 2017 Conference
Call" (20 pages, 1.1 MB, in
PDF format); for a replay of the May 10, 2017 5:00 p.m. Q1 2017
HC2 Holdings, Inc. Earnings Conference Call,
click here
-
May 10, 2017, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press release, "HC2
Holdings Reports First Quarter 2017 Results | Company to Transfer
Listing From NYSE MKT to The New York Stock Exchange" (14 pages,
198 KB, in PDF
format)
-
May 9, 2017, DBM
Global Inc. f/k/a Schuff International (published by GlobeNewswire):
"DBM Global to Pay Cash Dividend" [DBM (f/k/a Schuff) to
distribute $1.29 per share cash dividend in June following January's
$2.59 dividend]
-
March 2017, HC2
Company presentation (46 pages, 2.0 MB, in
PDF format) [reported in
March 9, 2017 HC2 Holdings, Inc.: SEC Form 8-K Current Report:
Presentation posted to Investor Relations section of the Company’s
website, "HC2 Holdings, Inc. Company Overview dated March 8, 2017"
(51 pages, 11.2 MB, in PDF
format)
-
March 9, 2017, HC2 Holdings,
Inc.: SEC Form 10-K Annual Report for the fiscal year ended December 31,
2016 (208 pages, 2.1 MB, in
PDF format)
-
March 8, 2017, HC2
Holdings, Inc., slide presentation: "Fourth Quarter and Full Year 2016
Conference Call" (25 pages, 1.1 MB, in
PDF format); for a replay of the March 8, 2017 5:30 p.m. Q4 2016
and Full Year HC2 Holdings, Inc. Earnings Conference Call,
click here
-
March 8, 2017, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Press release, "HC2 Holdings
Reports Fourth Quarter and Full Year 2016 Results" (20 pages, 265
KB, in PDF format)
-
December 29, 2016,
DBM Global Inc. f/k/a Schuff International (published by Marketwired):
"DBM Global to Pay Cash Dividend" [DBM (f/k/a Schuff)
distributing $2.59 per share dividend]
-
November 9, 2016, HC2
Holdings, Inc., slide presentation: "Third Quarter 2016 Conference Call"
(23 pages, 1.5 MB, in PDF
format); for a replay of the March 8, 2017 5:30 p.m. Q4 2016 HC2
Holdings, Inc. Earnings Conference Call,
click here
-
November 9, 2016, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2016 (170 pages, 1.6 MB, in
PDF format)
-
November 9, 2016, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Press release, "HC2
Holdings Reports Third Quarter 2016 Results" (10 pages, 403 KB, in
PDF format)
-
October 11, 2016, DBM
Global Inc. f/k/a Schuff International (published by Marketwired): "DBM
Global Inc. Announces Agreement to Acquire PDC Global Detailing and
Building Information Modeling Business"
-
September 15, 2016,
Schuff International (published by Marketwired): "Schuff International
Changes Name to DBM Global Incorporated"
-
August 12, 2016, HC2 Holdings,
Inc.: SEC Form S-3 Registration Statement: 814,424 Shares of Common Stock
Offered by the Selling Securityholders (33 pages, 265 KB, in
PDF format); see also
August 19, 2016, HC2 Holdings, Inc.: SEC Form S-3/A Registration Statement
Amendment No. 1: Revising footnote for calculation of registration fee and
adding exhibit of legal opinion (7 pages, 90 KB, in
PDF format)
-
August 9, 2016, HC2
Holdings, Inc., slide presentation: Second Quarter 2016 Conference Call"
(22 pages, 1.5 MB, in PDF
format); for a replay of the August 9, 2016 4:30 p.m. Q2 2016 HC2
Holdings, Inc. Earnings Conference Call,
click here
-
August 9, 2016, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended June
30, 2016 (192 pages, 1.8 MB, in
PDF format)
-
August 9, 2016, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Press release, "HC2 Holdings Reports
Second Quarter 2016 Results" (13 pages, 125 KB, in
PDF format)
-
May 9, 2016, HC2
Holdings, Inc., slide presentation: First Quarter 2016 Conference Call"
(24 pages, 2.0 MB, in PDF
format); for a replay of the May 9, 2016 4:30 p.m. Q1 2016 HC2 Holdings,
Inc. Earnings Conference Call,
click here
-
May 9, 2016, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended March
31, 2016 (90 pages, 1.1 MB, in
PDF format)
-
May 9, 2016, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Press release, "HC2 Holdings Reports
First Quarter 2016 Results" (10 pages, 142 KB, in
PDF format)
-
March 15, 2016, HC2 Holdings,
Inc.: SEC Form 8-K Current Report: Press release, "HC2 Holdings Reports
Fourth Quarter and Fiscal Year 2015 Results" (13 pages, 157 KB, in
PDF format)
-
March 15, 2016, HC2 Holdings,
Inc.: SEC Form 10-K Annual Report for the fiscal year ended December 31,
2015 (208 pages, 2.1 MB, in PDF
format)
-
February 22, 2016, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed
Interim Review (4 pages, 49 KB, in
PDF format)
NOTE: As indicated in the February 22, 2016 report immediately
above, the company was required to restate all of its previous financial
statements presented below. All of the restated versions of these
statements were filed with the SEC on March 15, 2016, and can be found
on the SEC website
here.
-
November 9, 2015, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the quarterly period
ended September 30, 2015 (63 pages, 701 KB, in
PDF format)
-
November 4, 2015, HC2
Holdings, Inc.: SEC Form 8-K Current Report: Risk Factors and Recent
Developments and Preliminary Third Quarter 2015 Financial Information
(58 pages, 405 KB, in PDF
format)
-
November 3, 2015, HC2
Holdings, Inc.: SEC Form 424B5 Preliminary Prospectus Supplement: Primary
Offering of $50 million of Common Stock (113 pages, 664 KB, in
PDF format)
-
November 2, 2015, HC2
Holdings, Inc. (published by Globe NewsWire): "HC2 Holdings Reports
Third Quarter 2015 Results | Net Revenue of $277.5 Million for the Third
Quarter 2015 and $760.3 Million for the 9 Months Ended September 30,
2015 | Adjusted EBITDA of $24.7 Million From Our Primary Operating
Subsidiaries"
-
October 9, 2015, HC2
Holdings, Inc.: "Company Overview" (34 pages, 1.4 MB, in
PDF format)
-
August 10, 2015, HC2 Holdings,
Inc, SEC Form 10-Q Quarterly Report for the quarterly period ended June
30, 2015 (90 pages, 697 KB, in
PDF format)
-
August 10, 2015, HC2
Holdings, Inc. (published by Marketwired): "HC2 Holdings Reports Second
Quarter 2015 Results | Net Revenue Up 39% Quarter-Over-Quarter to $281.0
Million; Adjusted EBITDA of $30.8 Million From Our Primary Operating
Subsidiaries, Up 117% From Q1"
-
August 7, 2015, Schuff
International, Inc. (published by MarketWire): "Schuff International to
Pay Cash Dividend"
-
April 30, 2015, HC2
Holdings, Inc.: SEC Form DEF 14A Definitive Proxy Statement for the Annual
Meeting of Stockholders on June 11, 2015 (64 pages, 2.9 MB, in
PDF format)
-
March 17, 2015,
Philip A. Falcone, SEC Schedule 13D Amendment No. 4: March 12, 2015 awards
of restricted stock units for additional 1,191,170 shares (5 pages, 47
KB, in PDF format)
-
March 16, 2015, HC2 Holdings,
Inc.: SEC Form 10-K Annual Report for the fiscal year ended December 31,
2014 (213 pages, 1.4 MB, in
PDF format)
-
March 16, 2015, HC2 Holdings, Inc.:
"HC2 Holdings Reports Fiscal Year 2014 Results"
-
December 19, 2014, HC2 Holdings,
Inc, SEC Form 8-K Current Report: Amended report of acquisition of shares
of Schuff International, Inc., and of pro forma financial statements
(10 pages, 110 KB, in PDF
format)
-
November 10, 2014, HC2
Holdings, Inc, SEC Form 10-Q Quarterly Report for the period ended
September 30, 2014 (434 pages, 2.9 MB, in
PDF format)
-
November 3, 2014, HC2
Holdings, Inc, SEC Form 8-K Current Report: Results of Operations and
Financial Condition; $250 million Notes Offering; Exhibits (207
pages, 1.6 MB, in PDF format)
-
September 26, 2014, Schuff
International, Inc., Supplemental Statement relating to Tender Offer
reporting subsequent events (2 pages, 161 KB, in
PDF format)
-
September 5, 2014, Schuff
International, Inc., Statement to Stockholders pursuant to SEC Rule
14e-2 stating that "after careful consideration of the Tender Offer, the
special committee of independent members of the Board of Directors of
the Company (the "Committee") determined to express no opinion and
remain neutral regarding the Tender Offer made by HC2"; Exhibits: Annual
Reports of Schuff International, Inc., for years 2012 and 2013 (86
pages, 5.4 MB, in PDF format)
-
August 21, 2014, HC2 Holdings,
Inc., Offer To Purchase All Outstanding Shares of Common Stock of Schuff
International, Inc. at $31.50 Per Share, Net in Cash (24 pages, 313
KB, in PDF format)
-
Investor Reports
-
January 4, 2023, Michael
Gorzynski, Continental General Insurance Company and affiliates: SEC Form
13D Amendment No.10 for Innovate Corp. (15 pages, 273 KB, in
PDF format)
[Affiliates of former Continental insurance subsidiary of Innovate/HC2 and
its acquirer who initiated 2020 shareholder action to replace HC2
management, currently reporting 10.7% stock ownership, report December 30,
2022, letter agreement with company to vote all shares in excess of 10% "in the same
manner as the holders of shares of Common Stock that beneficially own less
than 10% of the outstanding shares of Common Stock"]
-
October 26, 2022, Moody's
Investors Service: "Moody's downgrades INNOVATE's CFR to Caa1; outlook
stable" [Moody's downgrades rating of INNOVATE ability to satisfy
debt obligations, but expects favorable progress of DBM subsidiary]
-
June 14, 2022, Michael
Gorzynski on behalf of himself and affiliates Percy Rockdale LLC, Rio Royal LLC, MG
Capital Management Ltd., Continental General Insurance Company,
Continental LTC, Inc, Continental Insurance Group, Ltd., and Continental
General Holdings LLC: SEC Form 13D/A No. 9 for INNOVATE Corp.
(f/k/a HC2 Holdings, Inc.) (12 pages, 272 KB, in
PDF format) [Initiator of 2020 proxy contest that replaced
management and purchaser of former INNOVATE subsidiary Continental reports
resignation from INNOVATE board of directors, continuing ownership of
10.7% of INNOVATE shares]
-
May 20, 2022, Avram
Glazer and Lancer Capital LLC: SEC Form 13D/A No.10 for INNOVATE Corp.
(f/k/a HC2 Holdings, Inc.) (9 pages, 160 KB, in
PDF format) [Chairman of INNOVATE board controlling 29% of
voting stock reports intent to vote all shares "against" the re-election
of former allies Michael Gorzynski, Shelly C. Lombard, and Kenneth S.
Courtis; no explanation of changes in previously reported voting
agreements]
-
October 27, 2021, Andrew Walker
video interview of Nitin Sacheti published by Seeking Alpha:
"Breaking Down Innovate's Potential" [Video influencer presents
analyst's enthusiastic views of Innovate and its DBM source of cash (73
minutes)]
-
March 22, 2021, Julian
Singer and JDS1 LLC:
SEC Form 13G for HC2 Holdings, Inc. (7 pages, 70 KB, in
PDF format) [Supporter of 2020 "reconstitution" of HC2
management, including transfer of Singer affiliate's employee Barr to
position as CEO of HC2, reports reduction of HC2 position to 0 (zero)
shares; see previous May 2020 reports of Singer
standstill agreements following April 6,
2020 Singer demand for reconstitution of HC2 management]
-
March 15, 2021, Court of
Chancery of the State of Delaware, James Bocock, et al, v. HC2
Holdings, Inc., et al (Case No. 2021-0224-PAF) (23 pages, 464 KB, in
PDF format) [Minority shareholders and option investors in DTV America
Corporation assert derivative and direct claims against HC2, its
Continental insurance subsidiaries and responsible individual officers and
directors for "breaches of fiduciary duty, aiding and abetting in breaches
of fiduciary duty, civil conspiracy, and tortious interference with
contract and prospective economic advantage"]
-
March 5, 2021, Sarkis Sherbetchyan
of B. Riley FBR, Inc.: "HC2 Holdings, Inc. (HCHC) | Dropping Coverage
of HC2 Holdings, Inc. due to a Reallocation of Resources" (9 pages,
1.3 MB, in
PDF format) [Independent analyst drops coverage of HC2 with
concluding price target of $5.00 per share based on sale value of
remaining subsidiaries; final forecast for FY2021 of only $21 million
parent company adjusted EBITDA, with $73 million interest expense and $46
net loss; business unit analysis forecasts $65M of adjusted EBITDA for the
infrastructure segment, valued at $455 million]
-
January 25, 2021, Moody's
Investors Service: "Moody's assigns Caa1 rating to HC2 Holdings' senior
secured notes" [Moody's rating of proposed refinancing notes unimproved,
observing HC2 is now "reliant on one operating subsidiary for the majority
of its cash flow"]
-
December 11, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.: "HC2 Holdings, Inc. (HCHC) | Insurance Segment
Receives $90M Indication of Interest; Reducing PT from $8.50 to $5,
Reflects Lower Insurance Segment Valuation and Rights Offering Dilution" (9 pages,
998 KB, in
PDF format) [Independent analyst adjusts valuation of HC2
reflecting proposed price of insider sale of insurance group, notes
urgency of corporate debt refinancing based on remaining assets]
-
November 10, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.: "HC2 Holdings, Inc. (HCHC) | Company Update |
3Q Adj. EBITDA Beats; Raising FY20/FY21 Adj. EBITDA Ests. on 3Q Beat and
Lower Corp. OH; Closed Telecom Asset Sale; Continues to Evaluate Options
for infrastructure and Insurance Units" (9 pages, 1.0 MB, in
PDF format) [Analyst continues "Buy" recommendation with
$8.50/share price target; observing "Infrastructure" (DBM) performance
better than projected, estimates 2021 EBITDA of $65 million for DBM but
only $21 million for HC2 net of other unit losses; focuses on need to
refinance and reduce HC2 corporate debt]; see also
-
September 22, 2020, Double S
Capital published in Seeking Alpha: "HC2 Holdings, Inc.: Asset Rich
But Cash Poor" [Independent analyst reviews challenges of HC2
dependency on DBM cash resources]
-
July 14, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.FLASH: "HC2 Holdings, Inc. (HCHC) | Breaking
News:
Announces Pursuit of Strategic Alternatives for HCHC’s Wholesale
Telecom Segment" (7 pages, 329 KB, in
PDF format) [Analyst continues "Buy" recommendation with
$8.50/share price target; though estimating value of HCHC’s wholesale
telecom asset at only a $5 million range, encouraged by evidence that
"refreshed board and management team is taking a thoughtful approach in
evaluating which of the company’s operating segments will be deemed 'core'
vs. 'non-core' going forward"]
-
July 1, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.FLASH: "HC2 Holdings, Inc. (HCHC) | Breaking
News:
Provides Update on Previously Announced Strategic Initiatives to
Monetize Assets; Reiterate Buy" (7 pages, 330 KB, in
PDF format) [Analyst reiterates "Buy" recommendation with
$8.50/share price target following report that previous management's
strategic review is being reexamined, based on his view that new
management "is taking a thoughtful approach to evaluating which of the
company’s operating segments will be deemed 'core' vs. 'non-core'" and
will be "monetizing non-core assets to materially de-lever the balance
sheet."]
-
June 17, 2020, Avram Glazer
and Lancer Capital LLC: SEC Form 13D/A for HC2 Holdings, Inc. (8 pages, 71 KB, in
PDF format) [New chairman of HC2 reports purchases of
additional 961,233 HC2 shares, for total 4,608,488 shares (9.9% of
outstanding)]
-
June 11, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.FLASH: "HC2 Holdings, Inc. (HCHC) | Breaking
News:
HCHC Board Replaces CEO Phil Falcone with Interim CEO Wayne Barr
Jr.; Permanent CEO Search Underway" (7 pages, 329 KB, in
PDF format) [Analyst views management change positively, "reiterate[s]
our Buy as we continue to see multiple catalysts on the horizon at
HCHC that could further unlock shareholder value, including lowering
corporate overhead, monetizing non-core assets, and de-levering the
balance sheet”]
-
May 26, 2020, Fair Value
Investments, Inc., letter to DBM Global, Inc., requesting notice of
annual stockholder meeting and presenting proposal for vote at
meeting
(1 page, 228 KB, in PDF
format) [Presenting notice of proposal for shareholder
determination that defendant directors in Schuff litigation did not
satisfy duties of loyalty and are accordingly not entitled to DBM
indemnification of claims; see
2014
Schuff Class Action];
see response:
-
May 19, 2020, Julian
Singer and JDS1 LLC:
SEC Form 13D for HC2 Holdings, Inc. (8 pages, 85 KB, in
PDF format) [Subsequent to
May 13, 2020 standstill
agreement with HC2 discontinues
previously reported 13D
"group" status of affiliated CCUR and HC2 director Barr, also
reports additional purchases of HC2 shares]
-
May 14, 2020, HC2
Holdings, Inc. and MG Capital Management, Ltd. joint press release: "HC2
Holdings and MG Capital Announce Settlement Agreement and Plan to
Reconstitute Board of Directors" (3
pages, 48, in PDF format)
[Pragmatic resolution of proxy contest allowing CEO Falcone to keep
position in exchange for granting challenger 2 of 7 board seats]
-
May 8, 2020, Sarkis Sherbetchyan
of B. Riley FBR, Inc.: "HC2 Holdings, Inc. (HCHC) | 1Q Preview:
Results Take a Back Seat to Activist Pressure—We Discuss Common Themes of
Overhead and Debt Reduction, plus the Differing Plans to Create Value as
Outlined by Mgmt. and the Activist" (13 pages, 1.0 MB, in
PDF format) [Non-partisan analysis of investment values and
risks relating to incumbent management promise of “growth and innovation”
or challenger reliance on “crown jewels”]
-
May 1, 2020 MG Capital
Management, Ltd. (Business Wire): "MG Capital Announces That All Three
Independent Proxy Advisory Firms Have Endorsed Its Case for Wholesale
Change in HC2’s Boardroom" [Another proxy advisor breaks with policy
and recommends replacement of all instead of only some board members]
-
April 30, 2020 MG Capital
Management, Ltd. (Business Wire): "MG Capital Announces Glass Lewis’
Recommendation to Remove the Entire HC2 Board and Elect All Six of MG
Capital’s Director Nominees" [Challenger's selections from proxy
advisor report recommending replacement of all incumbent HC2 directors]
-
April 28, 2020, MG Capital
Management, Ltd. (Business Wire): "MG Capital Comments on HC2’s Desperate,
Last-Minute Announcement Regarding Philip Falcone’s Excessive
Compensation" [Challenger's response to HC2 CEO's concession of his
garnished bonus]
-
April 28, 2020, MG Capital
Management, Ltd. (Business Wire): "MG Capital Encourages Stockholders to
Avoid Being Misled by HC2’s Attempts to Rewrite History"
[Challenger's response to incumbent HC2 management arguments relating to
experience]
-
April 23, 2020, Avram Glazer
and Lancer Capital LLC: SEC Form 13D for HC2 Holdings, Inc. (6 pages, 74 KB, in
PDF format) [Former chairman of HC2 predecessor Zapata
with beneficial ownership of 3,034,621 shares of HC2 (stated 6.5% of outstanding)
including conversion rights of notes due 2022, reporting agreement to
become director and chairman of HC2's board]
-
April 23, 2020, MG Capital
Management, Ltd. (Business Wire): "MG Capital Announces ISS Supports
Case for Significant Change at HC2" [Challenger's selection of
proxy advisor's views supporting replacement of Falcone and associated
directors]
-
April 23, 2020, MG Capital:
Letter to "Fellow Shareholders" (9 pages, 335 KB, in
PDF format) [Challenger addresses current HC2 management's
"blatant misrepresentations" and reiterates plans to protect value of
company assets, focusing on DBM as "a strong specialty construction
business hindered by addressable legal issues and a lack of capital"]
-
April 21, 2020, MG Capital
Management, Ltd. (Business Wire): "MG Capital Encourages HC2 Stockholders
to Focus on Electing a Truly Independent Slate of Director Nominees with a
Value-Enhancing Strategy" [Challenger notes reunion of Zap.com
(subs. of Zapata Corp.) team
on HC2 board]
-
April 17, 2020, MG Capital
Management, Ltd.: "The Reality Check HC2 Needs" (32 pages, 1.9 MB, in
PDF format); see also summary in
April 17, 2020, MG Capital Management, Ltd. (Business Wire): "MG Capital Sets the Record Straight
Following HC2’s Recent Efforts to Mislead Stockholders"
[Challenger's response to HC2 management's defense arguments]
-
April 13, 2020, MG
Capital Management, Ltd.:
"Time For a Better Board and Vision" (97 pages, 3.3 MB, in
PDF format) [Challenger's presentation of issues and proposed
new management policies]
See references to interests of minority
shareholders of DBM Global, viewed as a continuing "core" HC2 asset
constituting more than half of anticipated parent value:
(page 17) "DBM | Construction - High
potential steel company with fabrication, modeler, detailer and erection
capabilities | DBM’s management at the subsidiary level has done an
excellent job running the business, but the entity’s growth has been
stunted by lack of access to resources in light of the fact that HC 2 ’s
management has bled the subsidiary dry of capital"
(page 18) "DBM’s minority stockholders
have had to sue HC 2 and are threatening to block dividends (a key source
of liquidity to service HC2 ’s high debt)"
(page 72) "PRIORITY #3: FOCUS ON THE
CROWN JEWELS | ...Fix broken relationships with regulators (Continental),
minority stockholders (DBM) and creditors | Focus on growing and managing
the “crown jewels” and cash flow contributors | DBM • Recent valuation:
$455 million OpCo debt: $126.1 million = $304.23 million @ 92.5%
ownership."
(page 73) "ASSET SPOTLIGHT: DBM |
Independent Slate [of proposed director candidates] sees opportunity to
participate in growth of attractive engineering and construction market |
About DBM | DBM Global offers integrated steel construction services,
including design assist, design build, engineering, BIM participation, 3 D
steel modeling detailing, fabrication, advanced field erection, project
management and state of the art steel management systems DBM services
major market segments including commercial, healthcare, convention
centers, stadiums, gaming and hospitality, mixed used and retail,
industrial, public works, bridges and transportation and international
projects GrayWolf Industrial ("GW"), a recently acquired subsidiary of
DBM, offers services in the heavy maintenance and repair industry, further
diversifying its offering and dampens the impact of the cyclical new
construction industry"
(page 74) "ASSET SPOTLIGHT: DBM (CONT.)
| DBM is an excellent business stifled by current HC 2 management | Issues
to be resolved by new management | Bidding for large scale projects
particularly large public projects favors a high quality credit profile •
Mr Falcone has starved DBM of capital to make interest payments • The
bidding process favors company’s with a positive reputation • Mr Falcone’s
long list of regulatory and personal financial problems is an overhang •
Minority shareholders are upset that they have not been treated equitably
and are threatening to take positions that may threaten the dividend • The
relationship with minority shareholders has to be rebuilt"
-
April 7, 2020, MG Capital
Management, Ltd. (published by Business Wire): "MG Capital Issues Letter
to HC2 Stockholders" [Challenger's statement of intent to improve
management of HC2]
-
April 6, 2020, Julian
Singer and affiliates JDS1 LLC, CCUR Holdings, Inc. and Wayne Barr, Jr.
SEC Form 13D for HC2 Holdings, Inc. (12 pages, 100 KB, in
PDF format) [Employer of current HC2 director Barr with
beneficial ownership of 2,968,921 shares of HC2 (stated 6.4% of outstanding)
including conversion rights of notes due 2022, reporting intent to take
appropriate action if current board and challenger do not "engage in
constructive dialogue ...to reconfigure the Board" rather than "pursuing a
costly and disruptive consent solicitation and proxy contest"]
-
April 3, 2020,
Percy Rockdale LLC, MG Capital Management, Ltd., Rio Royal LLC, George
Brokaw, Kenneth Courtis, Michael Gorzynski, Robin Greenwood, Liesl Hickey
and Jay Newman, SEC Form DEFC14A: Consent solicitation to replace all
members of board of dirtectors (41 pages, 303 KB, in
PDF format) [printed mail delivery with form for record holders]
-
April 2, 2020, MG Capital
Management, Ltd. (published by Business Wire): "MG Capital Questions HC2’s
Appointment of Long-Time Falcone Insider as Chairman" [Dissident's
response to HC2 selection of non-executive chairman]
-
March 30, 2020, MG Capital
Management, Ltd. (published by Business Wire): "MG Capital Sends Letter to
HC2’s Recently-Appointed Lead Director" [Dissident's publication of
previously reported letter seeking existing board's dismissal of CEO]
-
March 13, 2020,
Percy Rockdale LLC, MG Capital Management, Ltd., Rio Royal LLC, George
Brokaw, Kenneth Courtis, Michael Gorzynski, Robin Greenwood, Liesl Hickey
and Jay Newman, SEC Form PREC14A: Preliminary form of consent solicitation to replace all
members of board of dirtectors (42 pages, 295 KB, in
PDF format); see also subsequent press release,
March 13, 2020, MG
Capital Management, Ltd. (Business Wire): "MG Capital Launches
Consent Solicitation to Overhaul the Board of Directors of HC2 Holdings"
[Initiation of more efficient process for contesting board membership of
DBM's controlling shareholder]
-
February 18, 2020, MG
Capital Management, Ltd. (published by BusinessWire): "MG Capital
Nominates Full Slate of Candidates for Election to HC2’s Board of
Directors" [Challenger urges deferring DBM decisions until
after annual meeting's election of directors]
-
October 21, 2019, Fair Value
Investments, Inc., letter to Philip A. Falcone as Chairman, President, and
Chief Executive Officer of HC2 Holdings, Inc. and as Director of DBM
Global, Inc. (2 pages, 255 KB, in
PDF format) [Proposing exchange of minority shares of DBM common
stock for DBM convertible preferred stock with redemption value of
$132/share based on recent analyst valuation]
-
August 9, 2019, Sarkis Sherbetchyan
of B. Riley FBR, Inc.: "HC2 Holdings, Inc. (HCHC) | Core Sales/Adj EBITDA
Beat Our Estimates, Marine Services Segment Receives Multiple Preliminary
Bids; Marking-Up Life Sciences Portfolio Valuation—Raise PT from $11 to
$13, Reiterate Buy" (11 pages, 933 KB, in
PDF format) [Sum-of-the-parts analysis assigns $640 million
value to HC2's 92.5% interest in DBM Global; adjusted for DBM debt and
preferred stock at June 30 2019, approximately $132 per DBM share of
common stock]
-
December 14, 2018, B.
Riley Financial, Inc., SEC Schedule 13D: Reporting ownership of 4,136,162
shares (9.24% of total outstanding) of HC2 Holdings, Inc. (110 pages,
593 KB, in PDF format)
-
November 27, 2018, Vishal
Mishra of Mishra Capital Partners and Project Punch Card posting meeting
notes of Special Situations Research Forum: "HC2 Holdings (HCHC)"
[Professional value investors' analysis of current DBM value]
-
October 23, 2018 Moody's
Investors Service: "Rating Action: Moody's affirms HC2 Holdings,
Inc.'s B3 CFR; assigns Caa1 rating to senior secured notes"
[Credit rating of Caa1 for proposed HC2 refinancing "based on the expected
near term dividends and tax sharing payments" from DBM]; see also
November 9, 2018 Moody's Investors Service: "Announcement: Moody's assigns
strongest covenant quality score in 5 years to HC2 Holdings' bond
offering" [HC2's exceptionally strong covenants for bond
offering include commitments to restrict subsidiaries]
-
May 11, 2018, Kurt M.
Hoffman and Taylor K. Hawkins of Imperial Capital, LLC in Capital
Structure Research: "HC2 Holdings, Inc." (6 pages, 128 KB, in
PDF format) [Analyst update includes valuation of subsidiary DBM
(fka Schuff) between $453.2 million ($117.54/sh) and $515.7 million
($133.75/sh)]
-
January 25, 2016, Kurt M. Hoffman
and Taylor K. Hawkins of Imperial Capital, LLC in Capital Structure
Research: "HC2 Holdings, Inc. (HCHC: $3.85) | Situation Overview"
(14 pages, 365 KB, in PDF
format) [Analyst current valuation of Schuff subsidiary between $225
million and $480 million]
-
March 19, 2015, Michael R. Zapata
in Sententia Capital Notes: "HC2 Holdings - Sold"
[Investor anlaysis of decision to sell HC2 and hold 91% subsidiary Schuff]
-
November 4, 2014 Standard &
Poor's Ratings Services: "HC2 Holdings Inc. Assigned 'B' Corporate Credit
Rating; Outlook Stable; Senior Secured Notes Rated 'B'"
-
August 26, 2014, Michael R.
Zaptata of Sententia Capital Management: "Schuff International" (18
pages, 1.3 MB, in PDF format)
[presentation of valuation at time of HC2 tender offer]
-
Legal and Regulatory Reference
-
2020 DBM Derivative Action for Director and
INNOVATE (f/k/a HC2) Breaches of Duties
-
March 2, 2023, letter of
Fair Value Investments, Inc., to Vice Chancellor J. Travis Laster of
the Court of Chancery of the State of Delaware, re: Fair Value
Investments, Incorporated v. Yagoda, et al. | C.A. No. 2020-0847-JTL (1 page,
233 KB, in
PDF format) [Requests dismissal based on determination that
"most of the issues its counsel had very effectively identified have
been corrected by marketplace actions, and that the correction of
remaining issues does not justify further attention by them or by
the Court.”]
-
February 1, 2022, Court
of Chancery of the State of Delaware, Fair Value Investments,
Incorporated, v. DBM Global, Inc., Nominal Defendant (Case No.
2020-0847-JTL): Granted Order for Reasons Stated at Hearing on
Motions to Dismiss Granting in Part and Denying in Part Motions to
Dismiss (4 pages,
176 KB, in
PDF format) [Court order following January 23, 2022, hearing
to deny defendants' motion for dismissal of claims against allegedly
conflicted director and controlling shareholder INNOVATE (f/k/a HC2)
for improper extractions of DBM capital for "tax sharing" and for
preferred stock transactions]
-
February 23,
2021 (March 2, 2021 Public Version, redacted), Court of Chancery of the State of Delaware,
Fair Value Investments, Incorporated, on Behalf of Itself and
Similarly Situated Stockholders, and Derivatively on Behalf of the
Nominal Defendant, DBM Global, Inc., Plaintiff, v. James Rustin
Roach. Michael R. Hill, R. Ronald Yagoda, Paul J. Hurley, AJ Stahl,
Philip A. Falcone, Kenneth S. Courtis, Robert V. Leffler, Jr.,
Michael J. Sena, Paul K. Voigt, Wayne Barr, Scott D. Sherman and HC2 Holdings, Inc., Defendants,
v. DBM Global, Inc., Nominal Defendant (Case No. 2020-0847-JTL):
Amended Verified Stockholder Class Action and Derivative Complaint (60 pages,
323 KB, in
PDF format); see also
Exhibit A
(including all referenced attachments) and
Exhibit B [Shareholder
action on behalf of DBM to prevent continuing improper use of
company capital for benefit of HC2 and to recover past improper
transfers of cash, including over $50 million of "tax sharing"
advances for theoretical DBM tax liabilities that HC2 did not
actually owe or pay]
Note: This complaint amends the following initial complaint
to address subsequently identified issues and relevant facts:
October 1, 2020 (October
6, 2020 Public Version), Court of Chancery of the State of Delaware,
Fair Value Investments, Incorporated, on Behalf of Itself and
Similarly Situated Stockholders, and Derivatively on Behalf of the
Nominal Defendant, DBM Global, Inc., Plaintiff, v. James Rustin
Roach. Michael R. Hill, R. Ronald Yagoda, Paul J. Hurley, AJ Stahl,
Kenneth S. Courtis, Robert V. Leffler, Jr., Philip A. Falcone,
Michael J. Sena, Paul K. Voigt, and HC2 Holdings, Inc., Defendants,
v. DBM Global, Inc., Nominal Defendant (Case No. 2020-0847-JTL):
Amended Verified Stockholder Class Action and Derivative Complaint (33 pages,
236 KB, in
PDF format)
-
2020 HC2 Class Action for Directors'
Breach of Duty
-
April 23, 2020,
Court of Chancery of the State of Delaware, Tera v. HC2 Holdings,
Inc., et al (Case No. 2020-0275-JRS): Defendant HC2 letter to court
reporting settlement based on concessions to all remaining issues (8 pages,
93 KB, in
PDF format) [Settlement reserves right of any HC2
shareholder to contest revocations of consent]; see also
-
April 19, 2020,
Court of Chancery of the State of Delaware, Tera v. HC2 Holdings,
Inc., et al (Case No. 2020-0275-JRS): Plaintiff letter to court
presenting amended complaint to address continuing defendant
misrepresentations (3 pages, 63 KB, in
PDF format); see also referenced
April 19, 2020, Court of
Chancery of the State of Delaware, Tera v. HC2 Holdings, Inc., et
al (Case No. 2020-0275-JRS): Amended Verified Class Action
Complaint Seeking Injunctive and Equitable Relief (91 pages, 1.2 MB,
in
PDF format)
[Marked copy of amended complaint showing changes from April 10, 2020
original]
Note: HC2
management conceded the remaining issue in an
April 21, 2020 statement.
-
April 17, 2020, HC2
Holdings, Inc. SEC Schedule 14A Proxy Statement Definitive Additional
Materials: HC2 Holdings, Inc. Supplement to the Consent Revocation
Statement by the Board of Directors of HC2 Holdings, Inc. in
Opposition for a Consent Solicitation by Percy Rockdale LLC (4 pages,
87 KB, in
PDF format) [Management revises solicitation statements to
settle claims of misrepresentation]
-
April 10, 2020,
Court of Chancery of the State of Delaware, Robert Tera v. HC2
Holdings, Inc., a Delaware Corporation, Philip A. Falcone, Warren H.
Gfeller, Robert V. Leffler, Jr., Lee S. Hillman, and Julie Totman
Springer (Case No. 2020-0275-JRS): Verified Class Action
Complaint Seeking Injunctive and Equitable Relief (38 pages, 674
KB, in
PDF format) [Action to prevent misrepresentation and
improper use of "Proxy Put" to obstruct shareholder rights in
election of board members]; see also related
April 10, 2020,
Plaintiff's Motion for a Preliminary Injunction (4 pages, 382
KB, in
PDF format) and
April 10, 2020,
Plaintiff's Motion for Expedited Discovery and Settling a Prompt
Injunction Hearing (21 pages, 203 KB, in
PDF format)
-
2020 Whistleblower
claims (HC2 violations of securities and insurance regulations)
-
August 27, 2020, Murray &
Di Bella letter to U.S. Department of Labor, OSHA re: SOX
Whistleblower Complaint Against HC2 Holdings (6
pages, 122 KB, in PDF format)
[Attorneys for former CEO of HC2 insurance subsidiary initiate
complaint relating to retaliation against client for demanding
corrections of violations of securities and insurance regulations by
HC2 management, including current chief executive and legal
officers]
-
June 22, 2020, District Court of Williamson County, Texas,
Continental Insurance Group Ltd., Continental LTC Inc., and
Continental General Insurance Company vs. James P. Corcoran (Case
No. 20-0754-C395): Defendant's Original Answer (49
pages, 3.4 MB, in PDF format)
-
May 20, 2020, District Court of Williamson County, Texas,
Continental Insurance Group Ltd., Continental LTC Inc., and
Continental General Insurance Company vs. James P. Corcoran (Case
No. 20-0754-C395): Plaintiffs' Original Petition (49
pages, 7.1 MB, in PDF format);
see also
June 4, 2020 Institutional Investor:
"HC2 CEO Phil Falcone Sues Whistleblower at Insurance Subsidiary"
[Under reconstituted board of directors, HC2's continuing CEO pursues
claims against personal critic]
-
2018 Enforcement of demands for records
-
December 20,
2018, Court of Chancery of the State of Delaware,
Fair Value Investments, Inc. v. DBM Global Inc. (Case No.
2018-0677 JTL): Stipulation and Order to Permit the Filing of a
Supplemental Complaint (4 pages, 233 KB, in
PDF format) [Agreement of defendant DBM to provide all
records demanded in initial complaint, with provisions to supplement
complaint as needed to similarly settle subsequent demands for
delivery of all records relating to DBM's October 2018 agreement to
acquire GrayWolf]
-
September 18, 2018,
Court of Chancery of the State of Delaware,
Fair Value Investments, Inc. v. DBM Global Inc. (Case No.
2018-0677 JTL): Plaintiff's Motion to Expedite with Proposed
Scheduling Order (5 pages, 223 KB, in
PDF format)
-
September 13, 2018,
Court of Chancery of the State of Delaware,
Fair Value Investments, Inc. v. DBM Global Inc. (Case No.
2018-0677-): Verified Complaint Pursuant to 8 Del. C. Section 220 to
Compel Inspection of Books and Records, with Exhibit A: August 27,
2018 Demand (12 pages, 1.2 MB, in
PDF format)
-
2014 Schuff International Inc.
Shareholders Litigation (CA No. 10323-VCZ):
-
August 14,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Granted Revised Stipulated Order and Final Judgment (24 pages,
306 KB,
in PDF format)
[Final order approving settlement, with no reductions of $3.51 per
share distribution to Non-Tendered Shareholders for legal fees or
costs]
-
August 4,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Objector Fair Value Investments, Incorporated's Motion for an Award
of Attorneys' Fees and Expenses (21 pages, 829 KB,
in PDF format)
[Fees of FVI attorneys to be paid from allocation of plaintiff's
counsel award rather than deducted from payments to continuing DBM
shareholders whose interests were supported by FVI]
-
July 7,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Defendant HC2 Holding's counsel letter to Court (2 pages, 84 KB,
in PDF format)
[Defendant HC2 reports no objections to Revised Stipulation for
proposed settlement, following FVI agreement to not object]
-
June 23,
2020, Court of Chancery of the
State of Delaware, Schuff International Inc. Shareholders Litigation
(CA No. 10323-VCZ): Objector Fair Value Investment, Inc., Motion for
Enlargement of Time to File Objection to Revised Stipulation (5 pages,
154 KB,
in PDF format)
[Request for court extension of deadline for objections until July
17, 2020, to allow opportunity for considering policies of new HC2
management]
-
June 23, 2020, Court of
Chancery of the State of Delaware, Schuff International Inc.
Shareholders Litigation (CA No. 10323-VCZ): HC2's Opposition to
Fair Value's Objection Extension Request (14 pages, 818 KB, in
PDF format) [Based on misrepresented history of past
communications as documented by same HC2
attorney, argues that extension should be limited to July 7,
2020]
-
June 25, 2020, Court of
Chancery of the State of Delaware, Schuff International Inc.
Shareholders Litigation (CA No. 10323-VCZ): Granted Stipulation
and Order Extending Time for Objector Fair Value Investments
Incorporated to File Objection to Revised Settlement (5 pages,
317 KB, in
PDF format) [Deadline for filing objection extended to
July 7, 2020, as agreed by all parties]
-
June 5,
2020 (June 9, 2020 Public Version), Court of Chancery of the
State of Delaware, Schuff International Inc. Shareholders Litigation
(CA No. 10323-VCZ): Plaintiff's Brief in Support of Final Approval
of the Revised Settlement (68 pages, 348 KB,
in PDF format); see also
related
-
May 26, 2020, Fair Value
Investments, Inc., letter to DBM Global, Inc., requesting notice of
annual stockholder meeting and presenting proposal for vote at
meeting
(1 page, 228 KB, in PDF
format) [Presenting notice of proposal for shareholder
determination that defendant directors in Schuff litigation did not
satisfy duties of loyalty and are accordingly not entitled to DBM
indemnification of claims]
-
May 20,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Plaintiff's counsel letter to Court (2 pages, 216 KB,
in PDF format)
[Plaintiff's counsel requests 10 day extension of their approved
deadline for submitting their brief in support of the proposed
revised Stipulation, but without extending other scheduled dates for
resulting 10 day reduction of time for proposed class members to
object]
-
May 12, 2020, Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Granted Scheduling
Order
(14 pages, 266 KB, in PDF
format) [Court order for scheduling hearing of proposed
settlement on August 11, 2030, providing for distribution of notices
to proposed class members within 10 days of the order's entry,
filing of Plaintiff Counsel's supporting brief by May 26, and filing
of objections by June 26]
-
May 8, 2020, Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Stipulation and
Agreement of Compromise, Settlement, and Release; Exhibits A-C
(118 pages, 962 KB, in PDF
format)
Revised proposal of settlement:
-
Drops original proposal's
provision for tender offer at half the price HC2 sells DBMG shares
to controlled insurance portfolio, offering instead to pay existing
DBMG minority shareholders $3.51 per share ($2.51/sh for use of DBMG
assets to pay defendants' claims plus $1.00/sh to release their own
direct and derivative claims against HC2 and other defendants,
specifically including their use of DBMG assets to settle class
action claims against defendants)
-
Total proposed $21.5
million cost to be paid
►$12.4 Million (57.7%) by
defendants' insurance (assuming D&O carrier does not dispute
coverage);
►$8.1 million (37.5%) by
non-defendant DBM Global, Inc., funded by increased borrowing from
amended TCW Financing Agreement;
►$1.0 million (4.7%) by
defendant HC2 Holdings, Inc.
-
see also
May 8, 2020, Letter of counsel for
HC2 defendants supporting revisions of proposed settlement (6 pages, 108 KB,
in PDF format)]
-
April 7, 2020, Fair Value
Investments, Inc., letter to HC2 Holdings, Inc. (3 pages, 336 KB,
in PDF format)
[Proposing exchange offer of DBM preferred stock for current shares
of common stock to allow HC2 fair use of DBM assets]; see also
-
April 15, 2020, HC2
Holdings, Inc., letter to Fair Value Investments, Inc. (1 page, 183 KB,
in PDF format)
[Response stating "HC2 does not see any possibility that your
proposal or any variation would be approved by HC2."]
-
April 19, 2020, Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Confidentiality
Undertaking
(4 pages, 196 KB, in PDF
format) [Agreement of confidentiality required by counsel to
HC2 and affiliated defendants as condition of disclosing to Fair
Value Investments the terms according to which "on April 17, 2020,
the parties to the above-captioned litigation... have reached an
agreement-in principle for an amended settlement of this
litigation']
-
February 28,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Order confirming Plaintiff's letter request of additional two weeks
to negotiate revisions of proposed Settlement (2 pages, 171 KB,
in PDF format); see also
March 13,
2020, Order confirming Defendants' letter requesting another three weeks
to negotiate (3 pages, 179 KB,
in PDF format); also
April 6, 2020,
Order confirming Plaintiff's letter requesting another two weeks
to negotiate (2 pages, 589 KB,
in PDF format); and
April
17, 2020, Letter of counsel for defendants reporting to court that
parties expect to present a revised stipulation of settlement before
the end of month (2 pages, 108 KB,
in PDF format); and then
May
4, 2020, Order confirming another letter of counsel for defendants promising a revised stipulation of
proposed settlement by May 8, 2020 (1 page, 303 KB,
in PDF format)
-
February 13, 2020,
Court of Chancery of the State of Delaware, Schuff International
Inc. Shareholders Litigation (CA No. 10323-VCZ): Transcript of
Settlement Hearing (88 pages, 235 KB, in
PDF format) [Court directed Plaintiff and Defendants to
report in two weeks on efforts efforts to negotiate revisions of
proposed settlement to address issues raised by Objectors and
court's "morality" concerns]
-
February 3, 2020,
Court of Chancery of the State of Delaware, Schuff International
Inc. Shareholders Litigation (CA No. 10323-VCZ): The HC2
Defendants' Brief in Support of the Settlement and in Opposition to
the Objections (61 pages, 1.2 MB, in
PDF format); see also related communication:
-
February 3,
2020, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation (CA No. 10323-VCZ):
Plaintiff's Reply to Objectors AB Value Partners, L.P. and Fair
Value Investments Inc. (191 pages, 1.7 MB, in
PDF format)
-
January 27, 2020,
Court of Chancery of the State of Delaware, Schuff International
Inc. Shareholders Litigation (CA No. 10323-VCZ): AB Value
Partners, L.P.'s Objection to Proposed Settlement (22 pages, 51
KB, in PDF format)
-
January 24, 2020,
Court of Chancery of the State of Delaware, Schuff International
Inc. Shareholders Litigation (CA No. 10323-VCZ): Fair Value
Investment Incorporated's Brief in Support of Objection to Proposed
Settlement (48 pages, 545 KB, in
PDF format); see also related
-
January 14,
2020 (January 15, 2020 Public Version), Court of Chancery of the
State of Delaware, Schuff International Inc. Shareholders Litigation
(CA No. 10323-VCZ): Plaintiff's Brief in Support of Final Approval
of the Proposed Settlement and Application for an Award of
Attorneys' Fees and Reimbursement of Expenses (59 pages, 325 KB,
in PDF format); see also
related
-
Deember 5,
2019, Court of Chancery of the State of Delaware, Schuff
International Inc. Shareholders Litigation [f/k/a Jacobs v. Falcone
et al] (CA No. 10323-VCZ): Granted Scheduling Order (15 pages,
272 KB, in PDF format)
[Scheduling hearing for February 13, 2019, with opposition filings
due 20 calendar days before hearing]
-
November 21, 2019,
Fair Value Investments, Inc., as DBM shareholder, letter to Joseph A.
Ferraro, Chief Legal Officer and Corporate Secretary of HC2 Holdings,
Inc. (1 page, 138 KB, in
PDF format) [Stating intent to oppose HC2's proposed class
action settlement that provides for non-defendant DBM paying costs of
its shareholders' claims against defendant HC2]; see also related
communications:
-
December 13, 2019, Fair
Value Investments, Inc., letter to Levi & Korsinsky LLP, as counsel
for the proposed plaintiff class (3 pages, 219 KB, in
PDF format) [Response to plaintiffs' counsel request for
written proposal of negotiation, providing previously presented
summary of suggested additional provisions to address interests of
continuing DBM shareholders]
-
December 16,
2019, Abrams & Bayliss LLP, as counsel for HC2 defendants, letter to
Fair Value Investments, Inc. (3 pages, 96 KB, in
PDF format) [Defendants' rejection of negotiation, stating
that the proposed settlement provides a "huge economic benefit" to
existing DBM shareholders in consideration of their settling claims
against defendants]
-
December 17, 2019, Fair
Value Investments, Inc., letter to Abrams & Bayliss LLP (1 page,
230 KB, in PDF format)
[Briefly stated questions about defendants' argued view of proposed
settlement]
-
November 15,
2019, Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Stipulation and
Agreement of Compromise, Settlement, and Release; Exhibits A-D
(173 pages, 1.4 MB, in PDF
format) [Proposed settlement including non-tendering, current
shareholders of DBM, reporting facts including (PDF p. 72): "On
February 14, 2018, HC2 sold 20,800 DBMG common shares to Continental
[HC2-owned Continental General Insurance Company] for $132.21 per
share"]
-
November 6,
2014, Court of Chancery of the State of Delaware, Mark Jacobs v.
Philip A. Falcone, Keith M. Hladek, Paul Voigt, Michael R. Hill,
Rustin Roach, D. Ronald Yagoda, Phillip O. Elbert, HC2 Holdings,
Inc., and Schuff International, Inc. (Case No. 10323): Verified
Class Action Complaint (24 pages, 162 KB, in
PDF format)
-
see also status reports of 2019 court-ordered settlement
negotiations:
-
August 13, 2019,
Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Letter to court
reporting status of settlement negotiations (2 pages, 22 KB, in
PDF format) [Counsel for defendants reports expected
stipulation of settlement or updated status report by September 30,
2019]
-
October 4, 2019,
Court of Chancery of the State of Delaware, Schuff International
Inc. Shareholders Litigation (CA No. 10323-VCZ): Letter to court
reporting status of settlement negotiations (2 pages, 22 KB, in
PDF format) [Counsel for defendants reports expected
stipulation of settlement or updated status report by November 8,
2019]
-
November 8, 2019,
Court of Chancery of the State of Delaware,
Schuff International Inc. Shareholders Litigation [f/k/a
Jacobs v. Falcone et al] (CA No. 10323-VCZ): Letter to court
reporting status of settlement negotiations (2 pages, 22 KB, in
PDF format) [Counsel for defendants reports expected
stipulation of settlement or updated status report by November 15,
2019]
-
Other HC2 and Falcone legal
issues
-
June 23, 2021, Court of
Chancery of the State of Delaware, James Bocock, et al, v. HC2
Holdings, Inc., et al (Case No. 2021-0224-PAF): Amended Verified
Complaint for Monetary and Equitable Relief (37 pages, 247
KB, in
PDF format) [Minority shareholders and option investors in DTV America
Corporation assert derivative and direct claims against HC2, its
Continental insurance subsidiaries and responsible individual
officers and directors for "breaches of fiduciary duty, aiding and
abetting in breaches of fiduciary duty, civil conspiracy, and
tortious interference with contract and prospective economic
advantage"]
Note: This complaint amends the following initial complaint
to address subsequently identified issues and relevant facts:
March 15, 2021, Court of
Chancery of the State of Delaware, James Bocock, et al, v. HC2
Holdings, Inc., et al (Case No. 2021-0224-PAF) Verified
Complaint for Monetary and Equitable Relief) (23 pages, 464
KB, in
PDF format)
-
February 22, 2021, Supreme Court of the State of New York, Dontzin Nagy &
Fleissig, LLP vs. HC2 Holdings, Inc. (Index No. 156889/2020):
Decision + Order, Turnover Proceeding
(6 pages,
218 KB,
in PDF format) [Order
requiring HC2 surrender to creditor of all cash, stock, option rights
and other assets to which Falcone has rights for application to his
remaining $13 million balance of unpaid legal fees, with priority over
claims of New York City]
-
February 8, 2021, United
States District Court, District of Delaware, HC2 Holdings 2, Inc.
and Continental General Insurance Company v. Motorsport Games Inc. et
al (Case No. 1:21-cv-00165-RGA): Complaint (47 pages,
290 KB, in
PDF format) [HC2 initiates derivative claims
against former joint venture partner for "a classic case of a
controlling stockholder abusing its fiduciary position to defraud
minority investors and snap up their shares at a deep discount—only
for the controlling stockholder to turn around and immediately realize
an enormous profit on the deal," claiming that HC2 management was
misled in August 2020 to sell its 26% interest in the Motorsport joint
venture for only $1.6 million but then observed in January 2021 that a
public offering of Motorsport valued the shares HC2 had sold at $206
million]
-
June 1, 2020, United States District
Court, Southern District of New York, Brian Villanueva v. FFO Group,
LLC, Philip Falcone, and Lisa Falcone (Case 1:20-cv-04199-DLC):
Complaint and Exhibit (22 pages, 946 KB, in
PDF format) [Action to enforce payment according to March
2020 settlement agreement]
-
February 21, 2020, Supreme Court of the State of New York, Melody
Business Finance, LLC, vs. Philip A. Falcone, et al (Index No.
651155/2020): Summons and Complaint (35 pages,
433 KB,
in PDF format) [for a copy
Complaint with
exhibits, 617 pages 117 MB,
click here];
see also subsequent February
28, 2020 Stipulation and Order
(2 pages,
105 KB,
in PDF format) granting preliminary injunction
prohibiting defendants' removal or disposition of any collateral pledged
to Melody
-
February 12, 2020, Supreme Court of the State of New York, Jet
Aviation Flight Services, Inc., vs. Harbinger Capital Partners, LLC
(Index No. 650974/2020): Verified Petition to Confirm Arbitration Award (6 pages,
637 KB,
in PDF format); see also
subsequent April 10, 2020 Order to Enter Judgment (4 pages,
150 KB,
in PDF format) [Confirming
award and ordering entry of judgment for unpaid charges relating to
maintenance of private aircraft]
-
January 24, 2020 (publicly refiled
March 5, 2020), Supreme Court of the State of New York, Dontzin Nagy &
Fleissig, LLP vs. Philip A. Falcone and Harbinger Capital Partners
Offshore Manager, L.L.C. (Index No. 650535/2020):
Verified Petition
(96 pages,
20 MB,
in PDF format); see also
subsequent
March 4, 2020
Restraining Order
(2 pages,
51 KB,
in PDF format) prohibiting
defendants "from moving, disposing, transferring, encumbering,
and/or further encumbering any property or assets of any type in
either of their possession, custody, control and/or in which either
is, in whole or in part, a beneficial owner"
-
October 3,
2019, Supreme Court of the State of New York, The City of New York,
Petitioner-Judgment Creditor, v. HC2 Holdings, Inc.,
Respondent-Garnishee (Index No. 451275/2019):
Order and Judgment (2 pages, 71 KB, in
PDF format); see also
August 7, 2019,
Supreme Court
of the State of New York, The City of New York, Petitioner-Judgment
Creditor, v. HC2 Holdings, Inc., Respondent-Garnishee (Index No.
451275/2019):
Verified Petition for a judgment pursuant to CPLR § 5227 (27 pages, 2.6 MB, in
PDF format)
-
August 10, 2018, Supreme Court of the State of New York,
Wilmington Trust Company, as Owner Trustee, v. Philip A. Falcone and
Lisa M. Falcone (Index No. 654001/2018):
Notice of Motion for Summary Judgment in Lieu of Complaint,
Affidavit in Support of Motion, Memorandum in Support of Motion (196 pages,
62 MB, in
PDF format) [Action seeking additional payments of $20,870,735
in relation to cancelled lease of private aircraft]; see also
October
5, 2018, Defendants Philip and Lisa Falcone's Memorandum of Law in
Opposition to Plaintiff's Motion (29 pages,
505 KB, in
PDF format) [disputing guarantor obligations for
additional payments] and
September 17, 2019, Stipulation of Dismissal (1 page,
131 KB, in
PDF format)
[confirming settlement]
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