HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, today announced a separation of the
roles of Chairman and Chief Executive Officer, previously both held
by Philip Falcone. Mr. Falcone will continue as President and CEO,
as well as a member of the Board of Directors, while Warren
Gfeller, who has served as a Director of HC2 since 2016, has been
appointed to serve as interim non-executive Chairman.
Separating the roles of Chairman and CEO will
allow Mr. Falcone to focus full-time on creating increased value
for HC2 through growth and innovation strategic initiatives,
capital structure and overhead reduction, as well as further
enhancing the Company’s corporate governance.
“As a holding company, we partner with
subsidiaries where we see growth potential and assist them in
successfully realizing their potential in order to create value for
all stockholders,” stated Mr. Falcone. “Recent events in our world,
our economy and our company have sharpened the need for me to focus
on HC2’s portfolio performance. I am fully supportive of our
new Board structure and of the Board’s interim appointment of
Warren. Warren has previously been Chairman of a public
company, and I’m confident he will be able to seamlessly assume the
Chairman role on an interim basis while the Board decides on a
permanent Chairman.”
“Our Board has complete confidence in Phil, our
CEO since the inception of the company,” added Mr. Gfeller.
“We believe this division of labor strengthens our corporate
governance and will allow Phil to concentrate his efforts
completely on leading the execution of our strategy, while our
Board continues to provide expertise and oversight.”
About HC2 Holdings, Inc.
HC2 Holdings, Inc. (NYSE: HCHC) is a publicly
traded diversified holding company, which seeks opportunities to
acquire and grow businesses that can generate long-term sustainable
free cash flow and attractive returns in order to maximize value
for all stakeholders. HC2 has a diverse array of operating
subsidiaries across multiple reportable segments, including
Construction, Energy, Telecommunications, Life Sciences,
Broadcasting, Insurance and Other. HC2’s largest operating
subsidiary is DBM Global Inc., a family of companies providing
fully integrated structural and steel construction services.
Founded in 1994, HC2 is headquartered in New York, New York. Learn
more about HC2 and its portfolio companies at www.hc2.com.
Cautionary Statement Regarding Forward-Looking
Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This communication, and
certain oral statements made by our representatives from time to
time may contain, forward-looking statements. Generally,
forward-looking statements include information describing actions,
events, results, strategies and expectations and are generally
identifiable by use of the words “believes,” “expects,” “intends,”
“anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,”
“will,” “could,” “might” or “continues” or similar expressions.
Such statements are based on the beliefs and assumptions of HC2’s
management and the management of HC2’s subsidiaries and portfolio
companies. The Company believes these judgments are reasonable, but
you should understand that these statements are not guarantees of
performance or results, and the Company’s actual results could
differ materially from those expressed or implied in the
forward-looking statements due to a variety of important factors,
both positive and negative, that may be revised or supplemented in
subsequent statements and reports filed with the Securities and
Exchange Commission (the “SEC”), including in our reports on Forms
10-K, 10-Q and 8-K. Such important factors include, without
limitation, issues related to the restatement of our financial
statements; the fact that we have historically identified material
weaknesses in our internal control over financial reporting, and
any inability to remediate future material weaknesses; capital
market conditions, including the ability of HC2 and its
subsidiaries to raise capital; the ability of HC2’s subsidiaries
and portfolio companies to generate sufficient net income and cash
flows to make upstream cash distributions; volatility in the
trading price of HC2’s common stock; the ability of HC2 and its
subsidiaries and portfolio companies to identify any suitable
future acquisition or disposition opportunities; our ability to
realize efficiencies, cost savings, income and margin improvements,
growth, economies of scale and other anticipated benefits of
strategic transactions; difficulties related to the integration of
financial reporting of acquired or target businesses; difficulties
completing pending and future acquisitions and dispositions;
activities by activist stockholders, including a proxy contest,
consent solicitation or any unsolicited takeover proposal; effects
of litigation, indemnification claims and other contingent
liabilities; changes in regulations and tax laws; the risks and
uncertainties associated with, and resulting from, the COVID-19
pandemic; and risks that may affect the performance of the
operating subsidiaries and portfolio companies of the Company.
Although HC2 believes its expectations and assumptions regarding
its future operating performance are reasonable, there can be no
assurance that the expectations reflected herein will be achieved.
These risks and other important factors discussed under the caption
“Risk Factors” in our most recent Annual Report on Form 10-K filed
with the SEC, and our other reports filed with the SEC could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this communication.
You should not place undue reliance on
forward-looking statements. All forward-looking statements
attributable to HC2 or persons acting on its behalf are expressly
qualified in their entirety by the foregoing cautionary statements.
All such statements speak only as of the date hereof, and unless
legally required, HC2 undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Additional Information and Where to Find
It
HC2 plans to file a proxy statement (the
“2020 Proxy Statement”), together with a WHITE proxy card, and
a definitive consent revocation statement (the “Consent Revocation
Statement”), together with a WHITE consent revocation card, with
the SEC, respectively, in connection with the solicitation of
proxies for the annual meeting of HC2’s stockholders (the “Annual
Meeting”) and the consent solicitation initiated by Percy Rockdale
LLC and certain of its affiliates (the “Consent Solicitation”).
STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY
STATEMENT AND THE CONSENT REVOCATION STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT HC2 FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders will be able to obtain, free of
charge, copies of the 2020 Proxy Statement, the Consent
Revocation Statement, any amendments or supplements thereto and any
other documents (including the WHITE proxy card and the WHITE
consent revocation card) when filed by HC2 with the SEC in
connection with the Annual Meeting and the Consent Solicitation at
the SEC’s website (http://www.sec.gov), at HC2’s website
(http://ir.hc2.com) or by contacting Okapi Partners LLC by phone at
(877) 629-6355, by email at info@okapipartners.com or by
mail at 1212 Avenue of the Americas, 24th Floor, New York, New York
10036.
Participants in the Solicitation
HC2, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies and consent revocation cards from
stockholders in connection with the Annual Meeting and the Consent
Solicitation. Additional information regarding the identity of
these potential participants, none of whom (other than Philip A.
Falcone, HC2’s President and Chief Executive Officer) owns in
excess of one percent (1%) of HC2’s shares, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the 2020 Proxy Statement, the Consent Revocation
Statement and other materials to be filed with the SEC in
connection with the Annual Meeting and the Consent Solicitation.
Information relating to the foregoing can also be found in
HC2’s definitive proxy statement for its 2019 annual
meeting of stockholders (the “2019 Proxy Statement”), filed
with the SEC on April 29, 2019. To the extent holdings of HC2’s
securities by such potential participants (or the identity of such
participants) have changed since the information printed in the
2019 Proxy Statement, such information has been or will be
reflected on Statements of Ownership and Change in Ownership
on Forms 3 and 4 filed with the SEC.
Contact
Investor RelationsGarrett EdsonICRPhone: (212) 235-2691E-mail:
ir@hc2.com
HC2 (NYSE:HCHC)
Historical Stock Chart
From Apr 2024 to May 2024
HC2 (NYSE:HCHC)
Historical Stock Chart
From May 2023 to May 2024