NESCO Holdings I, Inc. entered into an agreement to acquire Capitol Investment Corp. IV (NYSE:CIC) in a reverse merger transaction on April 7, 2019. Under the agreement, current Nesco shareholders will receive $75 million of cash (subject to adjustment) and 17.5 million shares of common stock of Capitol. The current Nesco shareholders will also earn incentive earn-out shares totaling up to 1.8 million common shares, issued in 0.9 million increments. It is currently anticipated that Nesco will issue a notice of redemption with respect to its outstanding second lien notes immediately prior to the merger and that these notes would be redeemed concurrently with the close of the merger. Pursuant to the agreement, each outstanding Class A ordinary share of Capitol will automatically convert into one share of common stock of Capitol, the outstanding warrants of Capitol will automatically convert into warrants entitling the holders to purchase shares of common stock, on a one- for- one basis, beginning 30 days after the consummation of the business combination and the outstanding Class B ordinary shares of Capitol will automatically convert into common stock, on a one- for- one basis, upon consummation of the business combination. At closing, current stockholders of Capitol and current Nesco shareholders will hold approximately 73.4% and 26.6%, respectively, of the issued and outstanding shares of the combined company’s common stock, assuming no public shareholders of Capitol exercise redemption rights. As per an amendment agreement entered on July 10, 2019, the $75 million cash consideration was replaced with 7.5 million shares and the aggregate common stock consideration to was reduced by 3.3 million shares. Nesco Owner has agreed that it and/or one or more affiliates will purchase an aggregate of 2.5 million shares of Capitol common stock at the closing of the transaction at a price per share of $10. In connection transaction, Capitol executed the Debt Commitment Letter with JPMorgan Chase Bank, N.A., Fifth Third Bank, Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., and Citigroup Global Markets Inc. pursuant to which the lender parties committed to provide Capitol with each of $350 million in aggregate principal amount of commitments pursuant to a first lien senior secured asset based revolving credit facility and $400 million in second lien senior secured increasing rate bridge loans, subject to definitive documentation and certain customary closing conditions, solely to the extent that Capitol is unable to issue and sell senior second lien notes in a Rule 144A or other private placement yielding up to $400 million in gross proceeds on or prior to the closing of the transactions. The funding of the Debt Financing in accordance with the Debt Commitment Letter is a condition to the obligations of Capitol, to consummate the transactions. Capitol will domesticate as a Delaware corporation and will be renamed “Nesco Holdings, Inc.” Nesco’s current management team, led by Chief Executive Officer Lee Jacobson and Chief Financial Officer Bruce Heinemann, will continue to run the combined company post-transaction. William Plummer will join the combined company’s Board of Directors as Chairman. Jeffrey Stoops, Mark Ein, Dyson Dryden, President and Chief Financial Officer of Capitol, Doug Kimmelman, the Senior Partner and founder of Energy Capital Partners (ECP), Rahman D’Argenio, an ECP partner, and Chief Executive Officer Lee Jacobson will also serve as Directors on the combined company’s Board of Directors. As per the amendment agreement entered on July 10, 2019, Nesco Owner will now have the right to designate up to four persons to be appointed or nominated for election to the Board of Directors of Capitol if it and its affiliates own at least 45% of the common shares, subject to reduction based on the aggregate ownership of Nesco Owner and its successors and assigns, as compared to the original right to designate up to three persons. The Board will consist of between seven and nine members depending on Nesco Owner’s pro forma ownership. The transaction is conditioned on approval by Capitol’s shareholders. In addition, the consummation of the transaction contemplated by the agreement is conditioned upon, among other things all necessary permits, approvals, clearances, and consents of or filings with regulatory authorities, or as specified in the agreement being procured or made, as applicable, Capitol filing a certificate of incorporation with the Secretary of State of the State of Delaware and adopting bylaws, each in substantially the form as attached to the merger agreement, Capitol having at least $5 million of net tangible assets remaining prior to the mergers after taking into account the holders of Capitol’s public shares that properly demanded that Capitol redeem their public shares for their pro rata share of the trust account, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending, Capitol executing the Registration Rights Agreement, Capitol executing the Stockholders’ Agreement, the Capitol common stock to be issued pursuant to the Merger Agreement shall have been approved for listing on a national securities exchange, the amount of cash available to Capitol shall not be less than $265 million after giving effect to payment of amounts that Capitol will be required to pay to redeeming shareholders upon consummation of the business combination, the availability of the financing called for by the Debt Commitment Letter and delivery of a certification of non-foreign status to Capitol. The Boards of Directors of both Capitol and Nesco have unanimously approved the proposed transaction. As of June 10, 2019, the Registration Statement became effective. As of July 16, 2019, the shareholders of Capitol approved the transaction. The transaction is expected to be consummated in the second quarter of 2019. As of July 12, 2019, the transaction is expected to close in July 2019. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as financial and capital markets advisors to Capitol, while Morgan Stanley & Co. LLC acted as financial advisor to Nesco. E. Marcellus Williamson, Paul Sheridan, Daniel Breslin, Rachel Sheridan, Shagufa Hossain, Mark Morris, Lisa Watts and Adam Kestenbaum of Latham & Watkins LLP and David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisors to Capitol and William J. Benitez, Robert P. Goodin, Brooks W. Antweil, Christian O. Nagler, Mark Kam, Jason Kanner, Chad Nichols, Mark Dundon, William Dong, Sean T. Wheeler and Cyril V. Jones of Kirkland & Ellis LLP acted as legal advisors to NESCO Holdings I, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Capitol. Morrow Sodali LLC acted as proxy solicitor to Capitol will receive $0.02 million plus disbursements to assist in the proxy solicitation process.