Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Custom Truck One Source, Inc.
|
(Name of Issuer)
|
Common Stock, par value
$0.0001 per share
|
(Title of Class of Securities)
|
64083J104 |
(CUSIP Number)
|
John Holland
Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850
Copies to:
Gary J. Simon
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
(212) 837-6000
(Name, Address and Telephone Number of Person Authorized to |
Receive Notices and Communications)
|
April 1, 2021 |
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
2
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Capital Partners V, L.P.
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
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||
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|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
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||
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|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
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|||
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
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||
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|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
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||
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|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
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||
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|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
148,600,000 (see Item 5)
|
|
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||
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|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
60.4 (see Item 5)
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||
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|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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PN
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||
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3
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Partners V, L.P.
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
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||
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|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
div>
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
||
|
|
4
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Partners V, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
div>
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
5
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Investment Holdings V, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
6
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Investment Holdings V Manager, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
7
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity InvestCo, L.P.
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
||
|
|
8
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum InvestCo (Cayman), LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
9
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Investment Holdings IC (Cayman), LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
10
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity Investment Holdings, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
11
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Platinum Equity, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑ | |||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
< div style="text-align: left"> | ||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
12
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Tom Gores
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑ | |||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
xA0;
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHAR
ES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
||
|
|
13
CUSIP No. 64083J104
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
PE One Source Holdings, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☑
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
148,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
148,600,000 (see Item 5)
|
|
|
||
|
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|||
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4 (see Item 5)
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
|
|
||
|
|
14
Introductory Note
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2020 (the “Schedule 13D”) by the reporting persons identified
therein with respect to shares of common stock, par value $0.0001 per share (the “Shares”), of Nesco Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined have the meaning given them in the Schedule 13D.
Item 1.
|
Security and Issuer
|
Item 1 is hereby amended and restated in its entity as follows:
This statement on Schedule 13D relates to shares of common stock, par value $0.0001 per share (the “Shares”), of Nesco Holdings, Inc. (the “Issuer”), which changed its name to “Custom Truck One Source, Inc.” on April
1, 2021. The address of the principal executive offices of the Issuer is 7701 Independence Avenue, Kansas City, Missouri 64125.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended and restated in its entity as follows:
The source of funds for the consideration payable under the Investment Agreement is investment capital held by the Reporting Persons.
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby supplemented as follows:
On April 1, 2021 (the “Closing Date”), the Issuer completed the Acquisition, the Subscription, the Supplemental Equity Financing and the Debt Financing (the “Closing”). On the Closing Date, in connection with the
Subscription, the Issuer issued 148,600,000 Shares to PE One Source, representing approximately 60.4% of the issued and outstanding Shares as of the Closing Date. Prior to the Closing Date, the Issuer was controlled by ECP, and on the Closing Date,
the Issuer became controlled by PE One Source.
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended and restated in its entity as follows:
(a)-(b)
15
The following sets forth, as of the date of this Schedule 13D, the aggregate number of Shares and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which
each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date
hereof, based on 245,856,753 Shares issued and outstanding as of April 1, 2021, as calculated based on the Current Report on Form 8-K filed by the Issuer on April 2, 2021. The 148,600,000 Shares set forth opposite the name of each Reporting Person
represent the 148,600,000 Shares owned directly by PE One Source.
Reporting Person
|
Number of
Shares
Beneficially
Owned
|
Percentage
Beneficially
Owned
|
Sole Power
to Vote or
Direct the Vote
|
Shared Power to Vote or
Direct the
Vote
|
Sole Power
to Dispose
or Direct
the Disposition
|
Shared Power
to Dispose
or Direct
the
Disposition
|
||||||||||||||||||
Platinum Equity Capital Partners V, L.P.
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Partners V, L.P.
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
PE One Source Holdings, LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Investment Holdings V, LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Investment Holdings V Manager, LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity InvestCo, L.P.
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Investment Holdings IC (Cayman), LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum InvestCo (Cayman), LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Partners V, LLC |
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity Investment Holdings, LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Platinum Equity, LLC
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
|||||||||||||||||
Tom Gores
|
148,600,000
|
60.4
|
%
|
0
|
148,600,000
|
0
|
148,600,000
|
Each of the Reporting Persons hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder).
(c) |
Except as described in this Schedule 13D, there have been no transactions in the Shares effected by the Reporting Persons, or, to the best of the Reporting Persons’ knowledge, any person listed on Schedule
A hereto, during the last 60 days.
|
(d) |
None.
|
(e) |
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 is hereby amended and restated in its entity as follows:
On the Closing Date, in connection with the closing of the Acquisition and the Subscription, the Issuer, PE One Source, affiliates of, or affiliated investment entities of, Blackstone, certain affiliates of ECP and
Capitol, and certain other stockholders of the Issuer entered into an Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”). The material terms of the Stockholders’ Agreement are described in the section of the Issuer’s
Current Report on Form 8-K filed with the SEC on April 2, 2021 (the “Closing 8-K”) entitled “Stockholders’ Agreement” under Item 1.01 of the Closing 8-K.
16
The above description of the Stockholders Agreement, including the description in the Closing 8-K referenced above, does not purport to be complete and is qualified in its entirety by the full text of the
Stockholders Agreement, which is included as Exhibit 1 to this Schedule 13D and is incorporated herein by reference.
The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. Other than the Investment Agreement, the Voting Agreement and the
Stockholders Agreement described above, to the best of the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person, or any Reporting Person subsidiary or
any person listed on Schedule A hereto, and any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or
investment power over such securities.
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 is hereby supplemented as follows:
Exhibit No.
|
Description
|
Amended and Restated Stockholders’ Agreement, dated as of April 1, 2021, among Custom Truck One Source, Inc. and certain holders identified therein, which is incorporated herein by reference.
|
17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 5, 2021
PLATINUM EQUITY CAPITAL PARTNERS V, L.P.
|
||
By:
|
Platinum Equity Partners V, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Platinum Equity Partners V, LLC
|
|
Its:
|
General Partner
|
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY PARTNERS V, L.P.
|
|||
By:
|
Platinum Equity Partners V, LLC
|
||
Its:
|
General Partner
|
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY PARTNERS V, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY INVESTMENT HOLDINGS V, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY INVESTMENT HOLDINGS V
MANAGER, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
Title:
|
Assistant Secretary
|
||
PLATINUM EQUITY INVESTCO, L.P.
|
|||
By:
|
Platinum Equity Investment Holdings IC (Cayman), LLC
|
||
Its:
|
General Partner
|
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
Title:
|
Assistant Secretary
|
18
PLATINUM EQUITY INVESTMENT HOLDINGS IC
(CAYMAN), LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM INVESTCO (CAYMAN), LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
PLATINUM EQUITY, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
|
TOM GORES
|
|||
By:
|
/s/ Mary Ann Sigler
|
||
|
Name:
|
Mary Ann Sigler
|
|
|
Title:
|
Attorney-in-Fact
|
|
PE ONE SOURCE HOLDINGS, LLC
|
|||
By:
|
/s/ Justin Maroldi
|
||
|
Name:
|
Justin Maroldi
|
|
|
Title:
|
Assistant Secretary
|
19
SCHEDULE A
The name and present principal occupation or employment of each of the executive officers and directors of PE One Source Holdings, LLC are set forth below. The address of the
principal place of business and principal office of each person listed below is 360 North Crescent Drive, South Building, Beverly Hills, California 90210. Each person listed below is a citizen of the United States.
Name
|
Present Principal Occupation or Employment
|
|
Mary Ann Sigler
|
President and Treasurer
|
|
Eva Kalawski
|
Vice President and Assistant Secretary
|