After careful consideration, the board of directors of Nesco (the “Board”) unanimously approved the Transaction and determined that the Transaction Agreements and the transactions contemplated thereby, including the Issuance and the adoption of the Proposed Charter, are advisable, fair to and in the best interests of Nesco and its stockholders, and the Board unanimously recommends that our stockholders vote “FOR” the approval of the NYSE Proposal, “FOR” the approval of each of the Charter Proposals and “FOR” the approval of the Adjournment Proposal. In considering the recommendation of our Board to vote in favor of the Transaction, stockholders should be aware that aside from their interests as stockholders, certain members of our Board and officers have interests in the Transaction that are different from, or in addition to, those of our other stockholders. Stockholders should take these interests into account in deciding whether to approve the Transaction. For additional information, please see the section entitled “Interests of Certain Persons in the Transaction.”

Your vote is very important.    Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in the proxy statement to make sure that your shares are represented at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. Even if you have voted by proxy, you may still vote during the special meeting by visiting www.virtualshareholdermeeting.com/NSCO2021SM. To participate in the special meeting, you will need the 16-digit control number included on your proxy card.

If you submit your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the special meeting. If you fail to return your proxy card, and do not virtually attend the special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record and you attend the special meeting and wish to vote during the special meeting, you may withdraw your proxy and vote at the special meeting.

On behalf of the Board, we would like to thank you for your support of Nesco Holdings, Inc. and look forward to a successful completion of the Transaction.

January 20, 2021 Sincerely,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement is dated January 20, 2021, and is expected to be first mailed to our stockholders on or about January 20, 2021.

NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF NESCO HOLDINGS, INC.

TO BE HELD ON, FEBRUARY 18, 2021

To the Stockholders of Nesco Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Nesco Holdings, Inc., a Delaware corporation (“Nesco”), will be held on February 18, 2021, at 10:00 a.m., Eastern time at www.virtualshareholdermeeting.com/NSCO2021SM. You are cordially invited to attend the special meeting to conduct the following items of business:

•        NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, (I) the issuance, (a) pursuant to the Investment Agreement of (i) between 140,000,000 and 152,600,000 newly issued shares of common stock, at a purchase price of $5.00 per share, and (ii) up to an additional 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, as a backstop to the Supplemental Equity Financing, in each case, to Platinum; (b) pursuant to the Investment Agreement, of shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000 (including, for the avoidance of doubt the consummation of the Supplemental Equity Financing); and (c) pursuant to the Rollover Agreements, of an aggregate of 20,000,000 newly issued shares of common stock, at a purchase price of $5.00 per share, to Blackstone and certain other direct and/or indirect equity holders of Custom Truck and (II) the change of control resulting from the foregoing.

•        Charter Proposals — To consider and vote upon four separate proposals to approve the Proposed Charter, in the form attached to the proxy statement as Annex B, in connection with the Transaction.

•        Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

The above matters are more fully described in the proxy statement, which also includes, as Annex A and Annex D, respectively, a copy of each of the Purchase Agreement and the Investment Agreement. We urge you to read carefully the proxy statement in its entirety, including the Annexes and accompanying financial statements of Nesco and Custom Truck.

In light of ongoing developments related COVID-19, after careful consideration, Nesco has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting www.virtualshareholdermeeting.com/NSCO2021SM and using the control number printed on your proxy card. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. The record date for the special meeting is, January 19, 2021. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for 10 days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of the NYSE Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present (in person or by proxy) at the special meeting entitled to vote thereon at the special meeting. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting.

A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting and a broker non-vote on any of the Charter Proposals will have the same effect as a vote “AGAINST” any such proposal. An abstention from voting on any of the NYSE Proposal or the Adjournment Proposal will have the same effect as a vote “AGAINST” any such proposal. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and a broker non-vote on either of the NYSE Proposal or the Adjournment Proposal will have no effect on the outcome of any such proposal.

The Board unanimously recommends that you vote “FOR” each of these proposals.

January 20, 2021 By Order of the Board of Directors,

“Rollover Agreements” means those certain Rollover and Contribution Agreements, each dated December 3, 2020, by and between Nesco and certain direct and indirect equity holders of Custom Truck, entered into in connection with the Rollover together with such other rollover agreements entered into with any Seller in connection with the Rollover.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means the direct and indirect equity holders of Custom Truck.

“Sellers’ Representative” means Blackstone Capital Partners VI-NQ L.P.

“special meeting” means the special meeting of the stockholders of Nesco that is the subject of this proxy statement.

“Stockholder Approval” means, collectively, the approval at the special meeting by (i) with respect to the NYSE Proposal, the affirmative vote of a majority of the shares of common stock present in person, which would include voting at the virtual special meeting, or by proxy at the special meeting entitled to vote thereon at the special meeting and (ii) with respect to the Charter Proposals, the affirmative vote in person, which would include voting at the virtual special meeting, or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting.

“Subscription” means the issuance and sale to Platinum of (i) common stock, for an aggregate purchase price in the range of $700 million to $763 million, with the specific amount to be calculated in accordance with the Investment Agreement based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement, and (ii) additional shares of common stock for an aggregate purchase price of not more than $100 million, if necessary, in connection with the Supplemental Equity Financing.

“Supplemental Equity Financing” means the sale of 28,000,000 shares of common stock in a private placement at a price per share of $5.00 for aggregate proceeds of $140 million.

“Transaction” means, collectively, the Acquisition, the Rollover, the Subscription, the Supplemental Equity Financing and the Debt Financing.

“Transaction Agreements” mean, collectively, the Purchase Agreement, the Investment Agreement, the Rollover Agreements and the Debt Commitment Letter.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Voting Agreement” means the Voting and Support Agreement, dated as of December 3, 2020, by and among Platinum, ECP and Capitol, as the same may be amended or supplemented from time to time.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Any statements made in this proxy statement and the documents incorporated herein by reference that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations of Nesco and Custom Truck, including descriptions of Nesco’s and Custom Truck’s business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this proxy statement and the documents incorporated herein by reference, you should understand that these statements are not guarantees of performance or results. The forward looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Some important factors that may materially affect such forward-looking statements and projections include:

•        that the financial condition and results of operations of the combined business may be adversely affected by the recent COVID-19 pandemic or other similar outbreaks;

•        the risk that a condition to closing of the Transaction may not be satisfied or that one of more of the Transaction Agreements may be terminated in accordance with its terms and the Transaction may not be completed, including the risk that we may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed Transaction or cause the parties to abandon the proposed Transaction;

•        the cyclical demand for our services and vulnerability to industry downturns and regional and national downturns;

•        fluctuations in our revenue and operating results;

•        our ability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner;

•        competition from existing and new competitors;

•        increases in the cost of new equipment and our ability to procure such equipment in a timely fashion;

•        our ability to successfully integrate acquired businesses;

•        our ability to recruit and retain experienced personnel;

•        the impact of the current or additional unionization of our work force;

•        the effect of disruptions in our information technology systems, including our customer relationship management system;

•        our ability to obtain additional capital on commercially reasonable terms;

•        our ability to renew our leases upon their expiration;

•        our ability to keep pace with technological developments;

•        potential disruptions at our production and manufacturing locations;

•        the potential impact of material weaknesses in our system of internal controls;

•        the impact of third party reports on market perception of our financial performance;

•         unfavorable conditions or further disruptions in the capital and credit markets;

•        our relationships with equipment suppliers and dependence on key suppliers to obtain adequate or timely equipment;

•        our dependence on third-party contractors to provide us with various services;

•        a need to recognize additional impairment charges related to goodwill, identified intangible assets and fixed assets;

•        our ability to collect on accounts receivable;

•        risks related to our international operations;

•        risks related to legal proceedings or claims, including liability claims;

•        laws and regulatory developments that may fail to result in increased demand for our services;

•        safety and environmental requirements that may subject us to unanticipated liabilities; and

•        the complexity of complying with multiple regulatory regimes due to our geographic breadth;

•        the length of time necessary to consummate the Transaction, which may be longer than anticipated for various reasons;

•        the diversion of management time on transaction-related issues;

•        the impact of a failure to consummate the Transaction;

•        expenses associated with the Transaction and a potential inability to integrate the combined business;

•        impacts of the accounting treatment applicable to the Transaction;

•        the risk that the cost savings, synergies and growth from the Transaction may not be fully realized or may take longer to realize than expected;

•        the uncertainty associated with our pro forma condensed combined financial information;

•        the amount and nature of the debt incurred to finance the Transaction; and

•        other factors discussed under the heading “Risk Factors” or elsewhere in this proxy statement.

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this proxy statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the Transaction. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the Transaction and the voting procedures for the special meeting, which will be held on February 18, 2021, at 10:00 a.m., Eastern time, at www.virtualshareholdermeeting.com/NSCO2021SM.

Q:     Why am I receiving this proxy statement?

A:     Nesco stockholders are being asked to consider and vote upon, among other things, proposals to (a) approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares of common stock pursuant to the Issuance, and related change of control and (b) approve Nesco’s Proposed Charter in connection with the Transaction. In addition, Nesco stockholders are being asked to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

This proxy statement and its annexes contain important information about the proposed Transaction and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:     When and where is the special meeting?

A:     The special meeting will be held on February 18, 2021, at 10:00 a.m., Eastern time at www.virtualshareholdermeeting.com/NSCO2021SM.

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for Nesco and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of Nesco’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting www.virtualshareholdermeeting.com/NSCO2021SM. To participate in the virtual meeting, you will need a 16-digit control number printed on your proxy card. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:     What are the specific proposals on which I am being asked to vote at the special meeting?

A:     Nesco’s stockholders are being asked to approve the following proposals:

•        NYSE Proposal — A proposal to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, the issuance of the shares of common stock pursuant to the Issuance, and related change of control.

•        Charter Proposals — Four separate proposals to approve Nesco’s Proposed Charter, in the form attached to this proxy statement as Annex B, in connection with the Transaction, which proposals relate to approval of (i) increasing the authorized capital stock of Nesco, (ii) permitting stockholder action by written consent in certain circumstances, (iii) including certain business combination provisions analogous to Section 203 of the DGCL and (iv) the adoption of the Proposed Charter generally.

•        Adjournment Proposal — A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals.

Q:     Are the proposals conditioned on one another?

A:     Yes, the Closing is conditioned on the approval of the NYSE Proposal and each of the Charter Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

Q:     What will happen in the Transaction?

A:     On December 3, 2020, Nesco and Nesco Holdings II, Inc., a subsidiary of Nesco (“Buyer”), entered into the Purchase Agreement with certain affiliates of Blackstone and other direct and indirect equity holders (collectively, “Sellers”) of Custom Truck, Blackstone Capital Partners VI-NQ L.P. (“Sellers’ Representative”) and, solely with respect to Section 9.04 of the Purchase Agreement, Platinum, pursuant to which Buyer has agreed to acquire, directly and indirectly, 100% of the partnership interests of Custom Truck (collectively, the “Acquisition”). Upon consummation of the Acquisition, Sellers will receive a base purchase price of $1.475 billion, subject to customary adjustments in respect of the cash, indebtedness, net working capital, and transaction expenses of Custom Truck as of the Closing (as described below), as well as an adjustment on the basis of the original equipment cost of the rental fleet inventory owned by Custom Truck as of the Closing Date. In connection with the Acquisition, Nesco and certain Sellers entered into Rollover and Contribution Agreements (“Rollover Agreements”), pursuant to which such Sellers agreed to contribute a portion of their direct and indirect equity interests in Custom Truck with an aggregate value of $100 million in exchange for shares of Nesco’s common stock, valued at $5.00 per share. The contributions of equity interests in exchange for shares of common stock contemplated by the Rollover Agreements will be consummated immediately prior to the Closing.

On December 3, 2020, Nesco also entered into the Investment Agreement with Platinum, relating to the issuance and sale (the “Subscription”) to Platinum of (i) common stock, for an aggregate purchase price in the range of $700 million to $763 million, with the specific amount to be calculated in accordance with the Investment Agreement based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement, and (ii) additional shares of common stock for an aggregate purchase price of not more than $100 million, if necessary, in connection with the Supplemental Equity Financing (as defined below). The shares of common stock issued and sold to Platinum will have a purchase price of $5.00 per share. Nesco has also entered into subscription agreements in connection with the Supplemental Equity Financing. The proceeds of the Subscription and the Supplemental Equity Financing will be used to pay a portion of the purchase price in the Acquisition and other fees and expenses. To the extent the proceeds of the Subscription, the Supplemental Equity Financing and the Debt Financing exceed the amount required to pay the purchase price, fees and expenses related to the Transaction and indebtedness required to be discharged in connection therewith, the amount of any Debt Financing will be correspondingly reduced.

In connection with entering into the Purchase Agreement, Nesco and Platinum entered into a debt commitment letter dated December 3, 2020, as amended and/or supplemented from time to time (the “Debt Commitment Letter”), with Bank of America, N.A. and BofA Securities, Inc. (the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to provide a portion of the financing necessary to fund (to the extent not funded with the proceeds of the Notes) the consideration to be paid pursuant to the terms of the Purchase Agreement, to repay, redeem, defease or otherwise discharge third-party indebtedness of Nesco and Custom Truck and to pay fees and expenses related to the foregoing.

The Debt Financing is anticipated to consist of the following:

•        an asset-based revolving credit facility in an aggregate principal amount of $750.0 million, $400.0 million of which shall be available on the closing date to finance the purchase price or, when determined, for working capital adjustments payable under the Purchase Agreement; and

•        an issuance of Notes yielding $1.0 billion in gross cash proceeds and/or to the extent that the issuance of such Notes yields less than $1.0 billion in gross cash proceeds or such cash proceeds are otherwise unavailable to consummate the Transaction, loans under a senior secured bridge facility yielding up to $1.0 billion in gross cash proceeds (less the gross cash proceeds received from the Notes and available for use, if any).

Q:     How will the Transaction impact the shares of Nesco common stock?

A:     Other than the dilutive impact described in the following sentence, the Transaction will have no impact on the shares of Nesco outstanding prior to the Closing. In the Transaction, (i) between 140,000,000 and 152,600,000 shares of common stock will be issued to Platinum in the Subscription, (ii) 20,000,000 shares of common stock will be issued in the aggregate to Blackstone and other Custom Truck sellers in the Rollover and (iii) 28,000,000 shares of common stock will be issued in the Supplemental Equity Financing.

Q:     Will the Board or management of Nesco change in the Transaction?

A:     Yes, at Closing, the Board will be reconstituted to include up to 11 directors, with up to 7 directors designated by Platinum, 1 director designated by each of ECP, Capitol and Blackstone and the chief executive officer of Nesco. Three of the directors will be independent directors. Fred Ross, chief executive officer of Custom Truck, is expected to serve as chief executive officer of Nesco following the Closing. In addition, Ryan McMonagle, chief operating officer of Custom Truck, is expected to serve as chief operating officer of Nesco following the Closing. Platinum’s director designees will have a majority of the voting power of the Board at Closing. See “Management and Directors After the Transaction.”

Q:     What conditions must be satisfied to complete the Transaction?

A:     There are a number of closing conditions in the Purchase Agreement and the Investment Agreement, including the approval by Nesco’s stockholders of the NYSE Proposal and the Charter Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the sections entitled “The Transaction and the Transaction Agreements — The Purchase Agreement — Conditions to the Closing” and “The Transaction and the Transaction Agreements — Common Stock Purchase Agreement — Conditions to the Subscription.”

Q:     Why is Nesco proposing the NYSE Proposal?

A:     We are proposing the NYSE Proposal because Nesco’s common stock is listed on the NYSE and, as a result, Nesco is subject to certain NYSE listing rules and regulations. Pursuant to Section 312.03(c) of the NYSE Listed Company Manual, subject to certain exceptions, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. In addition, pursuant to Section 312.03(d) of the NYSE Listed Company Manual, stockholder approval is required for any issuance that will result in a change of control of the issuer. We are seeking stockholder approval of the Issuance (including the Subscription, the Supplemental Equity Financing and the Rollover), under Section 312.03(c) and Section 312.03(d) of the NYSE Listed Company Manual. For additional information, please see the section entitled “Proposal No. 1 — The NYSE Proposal.”

Q:     Why is Nesco proposing the Charter Proposals?

A:     We are proposing the Charter Proposals because the adoption of the Proposed Charter requires Nesco stockholder approval under the DGCL. For additional information, please see the section entitled “The Charter Proposals.”

Q:     Why is Nesco proposing the Adjournment Proposal?

A:     We are proposing the Adjournment Proposal to allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Condition Precedent Proposals. For additional information, please see the section entitled “Proposal No. 6 — The Adjournment Proposal.”

Q:     What happens if I sell my shares of common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the Transaction is expected to be completed. If you transfer your shares of common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your shares of common stock prior to the record date, you will have no right to vote those shares at the special meeting.

Q:     What vote is required to approve the proposals presented at the special meeting?

A:     Approval of each of the NYSE Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present in person, which would include voting at the virtual special meeting, or by proxy at the special meeting entitled to vote thereon at the special meeting. This means that there must be more votes “FOR” such proposal than the aggregate of votes “AGAINST” such proposal at the special meeting. Abstentions will be counted as votes cast “AGAINST” such proposal. “Broker non-votes” will have no effect on the outcome of each proposal.

Approval of the Charter Proposals requires the affirmative vote in person, which would include voting at the virtual special meeting, or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote thereon at the special meeting. Abstentions, broker non-votes and failures to vote by proxy or to vote in person at the special meeting will have the same effect as a vote “AGAINST” this proposal.

Q:     How will ECP and Capitol vote?

A:     Pursuant to the Voting Agreement, except in the case of a change of recommendation by the Board in accordance with the Investment Agreement, each of ECP and Capitol has agreed to vote all of its shares of common stock in favor of each proposal. The shares of common stock held by ECP and Capitol represent approximately 70% of the outstanding shares of common stock. Accordingly, unless the board changes its recommendation (in which case the percentage of common stock bound by the Voting Agreement decreases to 39.0%, as explained in the section entitled “The Transactions and Transaction Agreement — The Voting Agreement”), the vote by ECP and Capitol in favor of the proposals is sufficient for the adoption of each proposal, regardless of how any other Nesco stockholder votes.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of January 19, 2021, the record date for the special meeting. As of the close of business on the record date, there were 49,156,753 outstanding shares of our common stock.

Q:     What constitutes a quorum at the special meeting?

A:     A majority of the issued and outstanding shares of Nesco’s common stock entitled to vote as of the record date at the special meeting must be present, in person (which would include presence at the virtual special meeting) or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, shares of our common stock would be required to achieve a quorum.

Q:     Did Nesco’s Board obtain a third-party fairness opinion in determining whether or not to proceed with the Transaction?

A:     Yes, Nesco obtained a fairness opinion from J.P. Morgan Securities LLC (“J.P. Morgan”), which concluded that, based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by JP Morgan, the Transaction (as defined in the section titled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor”) was fair, from a financial point of view, to Nesco. For additional information, please see the section entitled “The Transaction and the Transaction Agreements — Opinion of Nesco’s Financial Advisor.”

Q:     Do I have appraisal rights if I object to the Transaction?

A:     No. Appraisal rights are not available to holders of our common stock in connection with the Transaction.

Q:     When is the Transaction expected to be completed?

A:     Nesco is working to complete the Transaction as soon as practicable and expects the Closing to occur in the first quarter of 2021. However, the Transaction is subject to various regulatory clearances and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of Nesco could result in the Transaction being completed at a later time or not at all. There may be a substantial amount of time between the special meeting and the completion of the Transaction.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the Transaction will affect you as a stockholder.

         You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     Voting of Shares by Holders of Record

Voting by Telephone, Internet or Mail

If you were the record holder of shares of our common stock as of the record date, you may submit your proxy in one of the following ways:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the postage-paid envelope.

Please carefully consider the information contained in this proxy statement and, whether or not you plan to attend the special meeting, please vote by telephone, internet or mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Voting at the Special Meeting

We encourage you to vote by telephone, internet or mail. If you attend the special meeting (which would include voting at the virtual special meeting), you may also submit your vote at the special meeting via the special meeting website at www.virtualshareholdermeeting.com/NSCO2021SM, in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the special meeting. If your proxy is properly completed and submitted, and if you do not revoke it prior to or at the special meeting, your shares will be voted at the special meeting in the manner set forth in proxy statement or as otherwise specified by you. Your proxy must be received by mail no later than February 17, 2021 at 11:59 p.m.

Voting of Shares Held in Street Name

If your shares are held in an account at a broker, bank, or nominee (i.e., in “street name”), you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank, or nominee. See the section entitled “Special Meeting of Stockholders — Voting Your Shares — Beneficial Owners” for more information.

Q:     What is the difference between a stockholder of record and a “street name” holder?

A:     If your shares are registered directly in your name with Nesco’s Transfer Agent, you are considered the stockholder of record with respect to those shares, and the proxy materials are being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” The proxy materials are being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

We believe that all of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. Accordingly, if your broker submits a proxy for your shares but you do not provide instructions on the proposals with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares on such other proposals; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. A broker non-vote will have the same effect as a vote “AGAINST” the Charter Proposals. A broker non-vote will have no effect on the outcome of the NYSE Proposal and the Adjournment Proposal. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting and a broker non-vote on any of the Charter Proposals will have the same effect as a vote “AGAINST” any such proposal. An abstention from voting on any of the NYSE Proposal or the Adjournment Proposal will have the same effect as a vote “AGAINST” any such proposal. Each of the failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting) and a broker non-vote on either of the NYSE Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q:     May I change my vote after I have returned my proxy card or voting instruction form?

A:     Yes. If you are a holder of record of our common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the special meeting by:

•        delivering a signed written notice of revocation to our Secretary at Nesco Holdings, Inc. 6714 Pointe Inverness Way, Suite 220, Fort Wayne, Indiana 46804, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•        timely delivering a new, valid proxy relating to the same shares and bearing a later date by submitting instructions via telephone, internet or mail as described in your proxy card; or

•        attending and voting at the special meeting and voting, although attendance at the special meeting will not, by itself, revoke a proxy.

         If you are a beneficial owner of our common stock as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the special meeting?

A:     Nesco will pay the cost of soliciting proxies for the special meeting. Nesco has engaged Broadridge Financial Solutions, Inc. to assist in the solicitation of proxies for the special meeting. Nesco has agreed to pay Broadridge Financial Solutions, Inc. a fee of $21,000, plus disbursements, and will reimburse Broadridge Financial Solutions, Inc. for its reasonable out-of-pocket expenses and indemnify Broadridge Financial Solutions, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. Nesco will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Nesco’s common stock for their expenses in forwarding soliciting materials to beneficial owners of Nesco’s common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Nesco Holdings, Inc.
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana 46804
Telephone: (800) 252-0043
Attention: Investor Relations

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Henry Farrell
Email: hfarrell@continentalstock.com

in public health crises. Changes in our relationships with suppliers, shortages in availability of materials, production delays, regulatory restrictions, public health crises, or other supply chain disruptions, whether due to our suppliers or customers, could have a material adverse effect on our ability to timely manufacture and market products. Increases in the costs of purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or our inability to market products. In addition, our profit margins would decrease if prices of purchased raw materials, component parts or finished goods increase and we are unable to pass on those increases to our customers.

We are subject to competition, which may have a material adverse effect on our business by reducing our ability to increase or maintain revenues or profitability.

The specialty equipment industry, especially as it relates to rental companies, is highly competitive and highly fragmented. Many of the markets in which we operate are served by numerous competitors, ranging from national and regional equipment rental companies to small, independent businesses with a limited number of locations. We generally compete on the basis of availability, quality, reliability, delivery, price and customer service. Some of our competitors have significantly greater financial, marketing and other resources than we do, and may be able to reduce rental rates or sale prices. In addition, we cannot be certain that our existing or prospective customers will continue to rent or purchase equipment in the future.

The cost of new equipment that we purchase for use in our rental fleet or for our sales inventory may increase and therefore we may spend more for such equipment, and in some cases, we may not be able to procure equipment on a timely basis due to supplier constraints.

The cost of new equipment from manufacturers that we purchase for use in our rental fleet or for our sales inventory may increase as a result of factors beyond our control, such as inflation, trade tariffs, higher interest rates and increased raw material costs, including increases in the cost of steel, which is a primary material used in most of the equipment we use. Such increases could materially impact our financial condition or results of operations in future periods if we are not able to pass such cost increases through to our customers in the form of higher prices. In addition, based on changing demands of our customers, the types of equipment we rent to our customers may become obsolete resulting in a negative impact to our financial condition based on the increased capital expenditures required to replace the obsolete equipment, and our potential inability to sell the obsolete equipment in the used equipment market. In addition, we may incur losses upon dispositions of our rental fleet due to residual value risk.

If the average age of our fleet of rental equipment were to increase, the cost of maintaining our equipment, if not replaced within a certain period of time, will likely increase. If our operating costs increase as our rental equipment fleet ages and we are unable to pass along such costs, our earnings will decrease. As of December 31, 2019, the average age of our rental equipment fleet excluding Mexico was approximately 3.6 years, compared to 3.7 years at December 31, 2018, and 3.5 years at December 31, 2017. As of May 31, 2019, the average age of Custom Truck’s rental fleet was approximately 2.5 years. The costs of maintenance may materially increase in the future. Any significant increase in such costs could have a material adverse effect on our business, financial condition or results of operations.

In addition, the market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including:

•        the market price for new equipment of a like kind;

•        wear and tear on the equipment relative to its age;

•        the time of year that it is sold (prices are generally higher during the construction seasons);

•        worldwide and domestic demands for used equipment;

•        the supply of used equipment on the market; and

•        general economic conditions.

We include in operating income the difference between the sales price and the depreciated value of equipment sold. Changes in our assumptions regarding depreciation could change our depreciation expense, as well as the gains

or losses realized upon disposal of equipment. We cannot assure that used equipment selling prices will not decline. Any significant decline in the selling prices for used equipment could have a material adverse effect on our business, financial condition or results of operations.

The combined business may be unsuccessful at acquiring companies or at integrating companies that we acquire and, as a result, may not achieve expected benefits, which could have a material adverse effect on our business, financial condition or results of operations.

One of our growth strategies is to selectively pursue, on an opportunistic basis, acquisitions of additional companies that will allow us to continue to expand our service offering and geographic footprint. We expect to face competition for acquisition candidates, which may limit the number of acquisition opportunities and may lead to higher acquisition prices. We may not be able to identify, acquire or profitably manage additional businesses or successfully integrate any acquired businesses without substantial costs, delays or other operational or financial problems. Further, acquisitions involve certain risks, including failure of the acquired business to achieve expected results, diversion of management’s attention, failure to retain key personnel of the acquired business and risks associated with unanticipated events or liabilities, some or all of which could have a material adverse effect on our business, financial condition or results of operations. In addition, we may not be able to obtain the necessary acquisition financing or we may have to increase our indebtedness in order to finance an acquisition. Furthermore, general economic conditions or unfavorable global capital and credit markets could affect the timing and extent to which we implement our strategy and limit our ability to successfully acquire new businesses. Our future business, financial condition and results of operations could suffer if we fail to successfully implement our acquisition strategy.

The combined business might not be able to recruit and retain the experienced personnel we need to compete in our industries.

Our future success depends on our ability to attract, retain and motivate highly skilled personnel. Competition for personnel in our industry is intense and we must have talented personnel to succeed. Our ability to meet our performance goals depends upon the personal efforts and abilities of the principal members of our senior management, who provide strategic direction, develop the business, manage our operations, and maintain a cohesive and stable work environment. We cannot provide assurance that the combined business will retain or successfully recruit senior executives, or that their services will remain available to us. We will evaluate our senior management capabilities on an ongoing basis in consideration of, among other things, our business strategy, changes to our capital structure, developments in our industry and markets and our ongoing financial performance and consider, where appropriate, supplementing, changing or otherwise enhancing our senior management team and operational and financial management capabilities in order to maximize our performance. Accordingly, our organizational structure and senior management team may change in the future. Changes to our senior management team could result in a material business interruption resulting from the loss of their services.

A small portion of our workforce is unionized, and more of our work force could become unionized in the future, which could negatively impact the stability of our production, materially reduce our profitability and increase the risk of work stoppages.

Our employees have the right at any time under the National Labor Relations Act to form or affiliate with a union, and unions may conduct organizing activities in this regard. If our employees choose to form or affiliate with a union and the terms of a union collective bargaining agreement are significantly different from our current compensation and job assignment arrangements with our employees, these arrangements could negatively impact the stability of our production, materially reduce our profitability and increase the risk of work stoppages. In addition, even if our managed operations remain non-union, our business may still be adversely affected by work stoppages at any of our suppliers that are unionized. The stoppage of work for a prolonged period of time at one, or several, of our principal manufacturing facilities resulting from union or non-union matters, could materially adversely affect our business.

As a small portion of our workforce is unionized, we are subject to risk of work stoppages and other labor relations matters. As of December 31, 2019, approximately 5% of the U.S. hourly workers of Custom Truck were represented by a labor union and were covered by a collective bargaining agreement. Any strikes, threats of strikes or other organized disruptions in connection with the negotiation of new labor agreements or other negotiations could materially adversely affect our business as well as impair our ability to implement further measures to reduce costs and improve production efficiencies.

Disruptions in our information technology systems or a compromise of security with respect to our systems could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives.

Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruption of these systems or the failure of any of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions. In addition, because our systems may contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenues, increased costs and other potential material adverse effects on our results of operations.

We may experience threats to our data and systems, including malware and computer virus attacks. We have implemented a multi-layered approach to protect our data and systems from software attacks and conduct annual security awareness training sessions for all of our employees. Additionally, we support web filters in place that prevent users from accessing suspect sites and deploy endpoint protection on user computers in addition to multiple mail filters that are in place to help manage spam and phishing attempts. We rely on our security software layer vendors to stay current with threats, and if any of these breaches of security occur or there are new threats that are not covered by our current software, we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. In addition, because our systems sometimes contain information about individuals and businesses, our failure to appropriately maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, could lead to unauthorized release of confidential or otherwise protected information or corruption of data. Our failure to appropriately maintain the security of the data we hold could also violate applicable privacy, data security and other laws and subject us to lawsuits, fines and other means of regulatory enforcement. Complying with any new regulatory requirements could force us to incur substantial expenses or require us to change our business practices in a manner that could harm our business. Further, any compromise or breach of our systems could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, any of which could have a material adverse effect on our business. Certain of our software applications are also utilized by third parties who provide outsourced administrative functions, which may increase the risk of a cybersecurity incident. Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs or losses incurred will be fully insured.

We have observed a global increase in information technology security threats and more sophisticated cyber-attacks. Our business could be impacted by such disruptions, which in turn could pose a risk to the security of our systems and networks and the confidentiality, accessibility and integrity of information stored and transmitted on those systems and networks. We have adopted measures to address cyber-attacks and mitigate potential risks to our systems from these information technology-related disruptions. However, given the unpredictability of the timing, nature and scope of such disruptions, our systems and networks remain potentially vulnerable to attacks. Depending on their nature and scope, such attacks could potentially lead to the compromising of confidential information, misuse of our systems and networks, manipulation and destruction of data, misappropriation of assets or production stoppages and supply shortages, which in turn could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives.

If we are unable to obtain additional capital as required, we may be unable to fund the capital outlays required for the success of our business.

If the cash that we generate from our business, together with cash that we may borrow under any debt facilities we have or may enter into in the future is not sufficient to fund our capital requirements, we will require additional debt and/or equity financing. However, we may not succeed in obtaining the requisite additional financing or such financing may include terms that are not satisfactory to us. We may not be able to obtain additional debt financing as a result of prevailing interest rates or other factors, including the presence of covenants or other restrictions under the agreements governing our current and future debt, including debt facilities entered into in connection with the Debt Financing. In the event we seek to obtain equity financing, our stockholders may experience dilution as a result of the issuance of additional equity securities. This dilution may be significant depending upon the number of equity

securities that we issue and the prices at which we issue such securities. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, growth plans and refinancing existing indebtedness.

Our business may be adversely affected if we are unable to renew our leases upon their expiration.

We lease from third parties a substantial majority of the square footage of the facilities utilized in our operations, including with respect to certain of our manufacturing plants and our sales, service, warehousing and office locations. If we are unable to renew the existing leases on terms acceptable to us, we may be forced to relocate the affected operations. Alternatively, we may decide to relocate operations. Relocation could result in material disruptions to our business (including potential changes to our workforce if the new location does not allow for our existing workforce to service it) and our incurrence of significant capital and other expenses, which in turn could have an adverse effect on our financial condition, results of operations or cash flow.

Failure to keep pace with technological developments may adversely affect our operations.

We are engaged in an industry that will be affected by future technological developments. The introduction of products or processes utilizing new technologies could render our existing products or processes obsolete or unmarketable. Our success will depend upon our ability to develop and introduce new products, applications and processes that keep pace with technological developments and address increasingly sophisticated customer requirements in a timely and cost-effective basis. We may not be successful in identifying, developing and marketing new products, applications and processes and product or process enhancements. We may experience difficulties that could delay or prevent the successful development, introduction and marketing of new products, applications, processes or enhancements. Our products, applications or processes may not adequately meet the requirements of the marketplace and achieve market acceptance. Our financial condition, results of operations or cash flow could be materially and adversely affected if we were to incur delays in developing new products, applications, processes or enhancements, or if our products do not gain market acceptance.

A material disruption to one of our production and manufacturing locations could adversely affect our ability to generate revenue.

We have several significant production and manufacturing locations. If operations at any of these production and manufacturing locations were disrupted as a result of public health concerns, equipment failures, natural disasters, work stoppages, power outages or other reasons, our business, financial conditions and results of operations could be adversely affected. Interruptions in production could increase costs and delay delivery of units in production. Production capacity limits could cause us to reduce or delay sales efforts until production capacity is available.

We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, including use of the extended the transition period for complying with new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. We anticipate losing our emerging growth company status in 2021 should the transactions covered hereby, be consummated. As an emerging growth company, our securities may be less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. For a description of applicable new or revised financial accounting standards, refer to Note 2, Summary of Significant Accounting Polices, to our 2019 audited consolidated financial statement included in this proxy statement. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

As a result of the Acquisition and the related transactions, we currently anticipate that we will lose our “emerging growth company” status. A company continues to be an emerging growth company until one of the following occurs: (i) annual revenue exceeds $1.07 billion; (ii) non-convertible debt of more than $1.0 billion is issued in the past three years; or, (iii) the company becomes a large accelerated filer, as defined in Exchange Act Rule 12b-2. As a result of losing such status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, increases costs and distracts management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we are subject to laws, regulations and requirements, certain corporate governance provisions, related regulations of the SEC and the requirements of the NYSE. We rely on a small number of key personnel to manage compliance with these regulations, and compliance with such regulations causes additional costs to our operations and diverts management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, accounting systems disclosure controls and procedures, auditing functions and other procedures related to public reporting in order to meet our reporting obligations as a public company.

Nesco and Custom Truck may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of their financial statements or cause a failure to meet their reporting obligations.

In connection with the preparation of Nesco’s consolidated financial statements for the year ended December 31, 2018, Nesco identified a material weakness in its internal control over financial reporting related to accounting for rental equipment. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of an entity’s annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2018, Nesco did not have adequate controls in place to ensure that it has adequate review, including evidence of reviews in a sufficient amount of detail, of the activity in its rental equipment accounts.

Beginning in the second quarter of 2019, management developed a remediation plan, whereby Nesco implemented changes to its internal control to add a suite of key controls regarding the review of the activity in its rental equipment accounts, including lease financing activities. The changes in controls included, but were not limited to, supplementing the internal rental equipment accounting personnel with three additional and experienced supervisory and managerial employees. Nesco implemented changes to the design of controls to separately identify several key controls regarding the verification and reconciliation of activity related to its rental equipment that is processed and recorded in its books and records, including reconciliation activities over the subsidiary system utilized for calculating depreciation and cost of equipment sold expense. The modifications to the design of internal controls and the additional resources addressed the purchasing and receiving of rental equipment, calculations of depreciation expense, analysis and reconciliation

of costs associated with Nesco’s maintenance of the rental equipment (including amounts capitalized), and costs recognized as “cost of equipment sales” expense from sales of our rental equipment, including the purchase and sale of rental equipment that had been acquired under a capital lease. The material weakness was remediated as of December 31, 2019, as the applicable controls and procedures implemented through the remediation plan operated for a sufficient period of time.

Effective internal controls are necessary for the combined company to provide reliable financial reports and prevent fraud. If the combined company is unable to successfully remediate existing or any future material weakness in its internal control over financial reporting, or identify any additional material weaknesses that may exist, the accuracy and timing of its financial reporting may be adversely affected. Additionally, the combined company may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports as well as applicable stock exchange listing requirements. The combined company may be unable to prevent fraud, investors may lose confidence in its financial reporting, and the stock price may also decline. The combined company’s reporting obligations as a public company could place a significant strain on its management, operational and financial resources and systems for the foreseeable future and may cause it to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. As a result, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Nesco and Custom Truck cannot assure you that the measures they are currently undertaking or may take in the future will be sufficient to maintain effective internal controls or to avoid potential future deficiencies in internal control, including material weaknesses.

Neither management of Nesco or Custom Truck, nor an independent accounting firm has ever performed an evaluation of Nesco’s or Custom Truck’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required. Had either company or its independent accounting firm performed an evaluation of internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. Nesco’s independent registered public accounting firm or Custom Truck’s independent auditor is not required to attest to and report on the effectiveness of internal control over financial reporting until after it is no longer an emerging growth company, which we expect will occur in 2021 as a result of the transactions contemplated hereby. At that time, the independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which internal controls over financial reporting are documented, designed, or operating. Failing to maintain effective disclosure controls and internal controls over financial reporting could have a material and adverse effect on the combined company’s business and operating results and could cause a decline in the price of their securities.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of common stock.

We currently expect that securities research analysts will establish and publish their own periodic projections for our business. However, there is no assurance that they will in fact publish reports on our company. Any projections included in research analyst reports may vary widely and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline. We cannot assure you that any research analysts will cover our securities and if no analysts commence coverage of us, the trading price and volume for our common stock could be adversely affected.

We do not intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We do not intend to declare and pay dividends on our common shares for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth and potentially reduce our indebtedness. Therefore, you are not likely to receive any dividends on your common shares for the foreseeable future and the success of an investment in our common shares will depend upon any future appreciation in their value. There is no guarantee that our common shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares. The payment of future dividends, however, will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant.

Risks Related to Third Parties

Unfavorable conditions or disruptions in the capital and credit markets may adversely impact industry conditions and the availability of credit to the combined business’s customers and suppliers, which may have a material adverse effect on our organic growth strategies, financial condition or results of operations.

Disruptions in the global capital and credit markets as a result of economic downturns, economic uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our customer’s ability to access capital. Additionally, unfavorable market conditions could impede the rate of economic recovery, which may depress demand for our products and services or make it more difficult for our customers to obtain financing and credit on reasonable terms. Also, more of our customers may be unable to meet their payment obligations to us, increasing delinquencies and credit losses. Moreover, our suppliers may be adversely impacted, causing disruption or delay of product availability.

In addition, if the financial institutions that commit to lend us money under any debt facilities we have entered into or may enter into in the future are adversely affected by the conditions of the capital and credit markets, they may become unable to fund borrowings under those commitments, which could have an adverse impact on our financial condition and our ability to borrow funds, if needed, for working capital, acquisitions, capital expenditures and other corporate purposes. These events could negatively impact our business, financial condition or results of operations.

The combined business will purchase a significant amount of our equipment from a limited number of manufacturers and suppliers. An adverse change in or termination of our relationships with any of those manufacturers or suppliers could result in our inability to obtain equipment on an adequate or timely basis, negatively impacting our relationships with our customers and having a material adverse effect on our business, financial condition or results of operations.

We purchase most of our equipment from a limited group of leading original equipment manufacturers (“OEMs”). For the year ended December 31, 2019, three vendors, on a combined basis, accounted for more than 10% of purchases. We rely on these suppliers and manufacturers to provide us with equipment that we will either rent or sell to customers. To the extent we are unable to rely on these suppliers and manufacturers, due to an adverse change in our relationships with them, if they fail to continue operating as a going concern, if they significantly raise their costs, if a large amount of our rental equipment is subject to simultaneous recalls that would prevent us from obtaining such equipment for a significant period of time, or such suppliers or manufacturers simply are unable to supply us with equipment or needed replacement parts in a timely manner, our business could be adversely affected through higher costs or the resulting potential inability to provide products or services to our customers. We may experience delays in receiving equipment from some manufacturers due to factors beyond our control, including parts and material shortages, and, to the extent that we experience any such delays, our customer relationships could be damaged by the resulting inability to meet our customers’ needs. In addition, the payment terms we have negotiated with the suppliers that provide us with the majority of our equipment may not be available to us at a later time. Although we believe that we have alternative sources of supply for the rental equipment we purchase in each of our core product categories, termination of one or more of our relationships with any of these major suppliers could have a material adverse effect on our business, financial condition or results of operations.

The combined business has, and in the future may have, operations outside the United States which are subject to changes in political or economic conditions and regulations in that country. Additionally, the combined business may incur losses from currency conversions and have higher costs than it otherwise would have due to the need to comply with foreign laws.

Our operations in Canada and Mexico as well as our future international operations are subject to the risks normally associated with international operations. These include the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates and the need to comply with foreign laws and regulations, as well as U.S. laws and regulations applicable to our operations in foreign jurisdictions. The effect of these factors cannot be accurately predicted and may adversely impact us and our operations.

Nesco has had operations in Mexico. Nesco began commencing activities for the closure of its Mexican operations in 2019, although the closure is not yet complete. As a result, Nesco is subject to risks of doing business internationally, including changes in the economic strength of Mexico, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. laws, economic sanctions and social, political and economic instability. Nesco must also comply with applicable anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to government officials. Nesco cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect our results of operations and our consolidated performance. Factors that substantially affect the operations of our business in Mexico may have a material adverse effect on our overall results of operations.

The risks with respect to Mexico or other developing countries include, but are not limited to: nationalization of properties, military repression, extreme fluctuations in currency exchange rates, criminal activity, lack of personal safety or ability to safeguard property, labor instability or militancy and high rates of inflation. We may be affected in varying degrees by government regulation with respect to price controls, export controls, income taxes, expropriation of property, maintenance of claims, environmental legislation and opposition from non-governmental organizations. The effect of these factors cannot be accurately predicted and may adversely impact our operations.

In recent years, incidents of security disruptions throughout many regions of Mexico have increased. Drug-related gang activity has grown in Mexico. Certain incidents of violence have occurred in regions in which we operate and have resulted in the interruption of our operations, and these interruptions could increase in the future.

Our business relies to some extent on third-party contractors to provide us with various services to assist us with conducting our business, which could adversely affect our business upon the termination or disruption of our third-party contractor relationships.

Our operations rely on third-party contractors to provide us with timely services to assist us with conducting our business. Any material disruption, termination, or substandard provision of these services could adversely affect our brand, customer relationships, operating results and financial condition. In addition, if a third-party contractor relationship is terminated, we may be adversely affected if we are unable to enter into a similar agreement with alternate providers in a timely manner or on terms that we consider favorable. Further, in the event a third-party relationship is terminated and we are unable to enter into a similar relationship, we may not have the internal capabilities to perform such services in a cost-effective manner.

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets, which would negatively impact our operating results.

We have substantial balances of goodwill and identified intangible assets as a result of prior acquisitions and the merger and other transactions consummated in connection with the acquisition of us by Energy Capital Partners III, LP and certain of its affiliates. The Acquisition of Custom Truck is estimated to result in additional goodwill and intangible assets. We are required to test goodwill and other intangible assets with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.

There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases. We may determine that one or more of our long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our financial position and results of operations.

If we are unable to collect on contracts with customers, our operating results would be adversely affected.

One of the reasons some of our customers choose to rent equipment rather than own equipment is the need to deploy their capital elsewhere. Some of our customers may have liquidity issues and ultimately may not be able to fulfill the terms of their rental agreements with us. If we are unable to manage credit risk issues adequately, or if a large number of customers should have financial difficulties at the same time, our credit losses could increase above historical levels and our operating results would be adversely affected. Further, delinquencies and credit losses generally can be expected to increase during economic slowdowns or recessions.

Risks Related to Government Regulation and Litigation

Changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect our business and results of operations.

The U.S. federal government or other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations. Any changes to the international trading system, or the emergence or escalation of an international trade dispute, could significantly impact our business and have a negative impact on our revenues. In addition, the U.S. and other countries from which materials used heavily in the industries that we serve may impose import and excise duties, tariffs and other taxes on products in varying amounts. Any significant increases in import and excise duties or other taxes on products that ultimately impact and are used in the industries in which we operate could have a material adverse effect on our business, liquidity, financial condition and/or results of operations.

In the United States and globally, international trade policy is undergoing review and revision, introducing significant uncertainty with respect to future trade regulations and existing international trade agreements. These major revisions include the negotiation of the United States-Mexico-Canada Agreement (“USMCA”) (in Canada, known as the Canada-United States-Mexico Agreement (“CUSMA”)), which is intended to supersede the North American Free Trade Agreement (“NAFTA”). USMCA/CUSMA has been signed but not ratified by the legislature of each of the United States, Canada and Mexico. NAFTA provides protection against tariffs, duties and other charges or fees and assures access by the signatories. The impact of USMCA/CUSMA, if ratified, on the industries in which we operate is uncertain but could have a material adverse effect on our business, financial condition or results of operations.

We are exposed to various risks related to legal proceedings or claims that could adversely affect our operating results. The nature of our business exposes us to various liability claims, including product liability claims, which may exceed the level of our insurance coverage and thereby not fully protect us.

We are a party to lawsuits in the normal course of our business. Litigation in general can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Responding to lawsuits brought against us, or legal actions that we may initiate, can often be expensive and time-consuming. Unfavorable outcomes from these claims and/or lawsuits could adversely affect our business, financial condition or results of operations, and we could incur substantial monetary liability and/or be required to change our business practices.

Our business exposes us to claims for personal injury, death or property damage resulting from the use of the equipment we rent or sell and from injuries caused in motor vehicle accidents in which our delivery and service personnel are involved and other employee related matters. Our business also exposes us to product liability claims related to our certain manufactured products. Additionally, we could be subject to potential litigation associated with compliance with various laws and governmental regulations at the federal, state or local levels, such as those relating to the protection of persons with disabilities, employment, health, safety, security and other regulations under which we operate.

We carry comprehensive insurance, subject to deductibles, at levels we believe are sufficient to cover existing and future claims made during the respective policy periods. However, we may be exposed to multiple claims that do not exceed our deductibles and, as a result, we could incur significant out-of-pocket costs that could adversely affect our financial condition and results of operations. In addition, the cost of such insurance policies may increase significantly upon renewal of those policies as a result of general rate increases for the type of insurance we carry, as well as our historical experience and experience in our industry. Our existing or future claims may exceed the coverage level of our insurance, and such insurance may not continue to be available on economically reasonable terms. If we are required to pay significantly higher premiums for insurance, are not able to maintain insurance coverage at affordable rates, or if we must pay amounts in excess of claims covered by our insurance, or if we are exposed to multiple claims that do not exceed our deductibles, we could experience higher costs that could adversely affect our financial condition and results of operations.

Federal and state legislative and regulatory developments that we believe should encourage electric power transmission infrastructure spending may fail to result in increased demand for our equipment.

In recent years, federal and state legislation has been passed and resulting regulations have been adopted that could significantly increase spending on electric power transmission infrastructure, including the Energy Act of 2005 and the American Recovery and Reinvestment Act of 2009 (the “ARRA”). However, much fiscal, regulatory and other uncertainty remains as to the impact this legislation and related regulations will ultimately have on the demand for our rental equipment and, as such, the effect of these regulations is uncertain and may not result in increased spending on the electric power transmission infrastructure. Continued uncertainty regarding the implementation of the Energy Act of 2005 and ARRA may result in slower growth in demand for our rental equipment.

Renewable energy initiatives, including ARRA, may not lead to increased demand for our equipment. In addition, we cannot predict when programs under ARRA will be implemented or the timing and scope of any investments to be made under these programs, particularly in light of capital constraints on potential developers of these projects. In addition, some of these programs have expired, which may affect the economic feasibility of future projects. Investments for renewable energy and electric power infrastructure under ARRA may not occur, may be less than anticipated or may be delayed, or any resulting contracts may not be awarded to us, any of which could negatively impact demand for our equipment.

We are subject to, and could be adversely affected by, safety and environmental requirements, which could force us to increase significant capital and other operational costs and may subject us to unanticipated liabilities.

Our operations are subject to federal, state and local occupational health and safety and environmental laws and regulations. We are subject to potential civil or criminal fines or penalties if we fail to comply with any of these requirements. We have made and will continue to make capital and other expenditures in order to comply with these laws and regulations. However, the requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a manner that could have a material adverse effect on our business, financial condition or results of operations.

We have made, and will continue to make, expenditures to comply with environmental, health and safety laws and regulations, including, among others, expenditures for the investigation and cleanup of contamination at or emanating from currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Some of these laws impose strict, and in certain circumstances joint and several liability on current and former owners or operators of contaminated sites and other potentially responsible parties for investigation, remediation and other costs.

Environmental laws and regulations and the costs of complying with them, or any liability or obligation imposed under them, could materially adversely affect our results of operations, financial condition, liquidity and cash flows.

We are subject to federal, state and local environmental laws and regulations with respect to the ownership and operation of tanks for the storage of petroleum products, such as gasoline, diesel fuel and motor and waste oils. We cannot assure you that our tanks will remain free from leaks at all times or that the use of these tanks will not result in significant spills or leakage. If leakage or a spill occurs, it is possible that the resulting costs of cleanup, investigation

and remediation, as well as any resulting fines, could be significant. We cannot assure you that compliance with existing or future environmental laws and regulations will not require material expenditures by us or otherwise have a material adverse effect on our consolidated financial condition, results of operations, liquidity or cash flows.

The U.S. Congress and other federal and state legislative and regulatory authorities in the U.S. and internationally have considered, and will likely continue to consider, numerous measures related to climate change and greenhouse gas emissions. Should rules establishing limitations on greenhouse gas emissions or rules imposing fees on entities deemed to be responsible for greenhouse gas emissions become effective, demand for our services could be affected, our vehicle, and/or other, costs could increase, and our business could be adversely affected.

We have operations, and rent equipment, throughout the United States, which exposes us to multiple state and local regulations, in addition to federal law and requirements as a government contractor. Changes in applicable law, tax regimes, regulations or requirements, or our material failure to comply with any of them, can increase our costs and have other negative impacts on our business.

We are geographically diverse and, as of September 30, 2020 operate 46 leased facilities and maintain access to over 100 third-party service locations geographically dispersed across the U.S. and Canada, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory requirements. These laws and requirements address multiple aspects of our operations, such as state and local taxes, worker safety, consumer rights, privacy, employee benefits and more, and there are often different requirements in different jurisdictions. Changes in these requirements, or any material failure by us or our branches to comply with them, can increase our costs, affect our reputation, limit our business, occupy management time and attention and otherwise impact our operations in adverse ways.

Risks Related to the Transaction

The Transaction is subject to the receipt of consents and clearances from regulatory authorities that may impose conditions that could have an adverse effect on Nesco, Custom Truck or the combined company or, if not obtained, could prevent completion of the Transaction.

Before the Transaction may be completed, applicable waiting periods must expire or terminate under antitrust and competition laws. In deciding whether to grant regulatory clearances, the relevant governmental entities will consider the effect of the Transaction on competition within their relevant jurisdiction. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. The Purchase Agreement may require Nesco and/or Custom Truck to comply with conditions imposed by regulatory entities and, in certain circumstances, either company may refuse to close the Acquisition on the basis of those regulatory conditions. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Transaction or imposing additional material costs on or materially limiting the revenues of the combined company following the Acquisition. In addition, neither Nesco nor Custom Truck can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Transaction. For a more detailed description of the regulatory review process, see the sections entitled “The Transactions and the Transaction Agreements—The Purchase Agreement—Regulatory Approvals” and “The Transactions and the Transaction Agreements—The Investment Agreement—Other Covenants and Agreements.”

Any delay in completing the Transaction may reduce or eliminate the benefits expected to be achieved thereunder.

In addition to the required regulatory clearances, the Transaction is subject to a number of other conditions beyond Nesco’s, Platinum’s and Custom Truck’s control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Transaction for a significant period of time or prevent it from occurring. Any delay in completing the Transaction could cause the combined company not to realize, or to be delayed in realizing, some or all of the synergies that we expect to achieve if the Transaction is successfully completed within its expected time frame. See “The Transactions and the Transaction Agreements—The Purchase Agreement—Conditions to the Closing” and “The Transactions and the Transaction Agreements—The Investment Agreement—Conditions to the Subscription.”

Uncertainties associated with the Transaction may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of the combined company.

Nesco and Custom Truck are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the Transaction will depend in part upon the ability of Nesco and Custom Truck to retain key management and other key employees. Current and prospective employees of Nesco and Custom Truck may experience uncertainty about their roles within the combined company following the Transaction, which may have an adverse effect on the ability of each of Nesco and Custom Truck to attract or retain key management and other key employees. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management and other key employees of Nesco and Custom Truck to the same extent that Nesco and Custom Truck have previously been able to attract or retain their own employees. A failure by Nesco, Custom Truck or, following the completion of the Acquisition, the combined company to attract, retain and motivate key management and other key employees during the period prior to or after the completion of the Transaction could have a negative impact on their respective businesses.

Failure to complete the Transaction could negatively impact the stock price and the future business and financial results of Nesco.

Completion of the Transaction is not assured and is subject to risks, including the risks that approval of the Transaction by stockholders of Nesco or by governmental entities will not be obtained or that certain other closing conditions will not be satisfied. If the Transaction is not completed, the ongoing businesses and financial results of Nesco may be adversely affected and Nesco will be subject to several risks, including the following:

•        having to pay certain significant costs relating to the Acquisition without receiving the benefits of the Acquisition, including, in certain circumstances, a termination fee of $10 million;

•        having to pay certain significant costs relating to the Subscription without receiving the benefits of the Subscription, including, in certain circumstances, a termination fee of $15.25 million;

•        the potential loss of key personnel during the pendency of the Transaction as employees may experience uncertainty about their future roles with the combined company;

•        Nesco will have been subject to certain restrictions on the conduct of its business which may have prevented them from making certain acquisitions or dispositions or pursuing certain business opportunities while the Transaction was pending; and

•        having had the focus management on the Transaction instead of on pursuing other opportunities that could have been beneficial to Nesco.

If the Transaction is not completed, Nesco cannot provide assurance that these risks will not materialize and will not materially adversely affect the business, financial results and stock prices of Nesco.

The Investment Agreement contains provisions that could discourage a potential competing transaction involving Nesco.

The Investment Agreement contains a “no shop” provision that, subject to limited exceptions, restricts Nesco’s ability to solicit, initiate or encourage and induce, or take any other action designed to facilitate competing third-party proposals relating to a merger, reorganization or consolidation of the company or an acquisition of a significant portion of the company’s stock or assets. Further, even if the Board withdraws or qualifies its recommendation with respect to the Transaction, Nesco will still be required to submit each of the proposals to a vote at the special meeting. In addition, Platinum generally has an opportunity to offer to modify the terms of the Subscription in response to any competing acquisition proposals before the Board may withdraw or qualify its recommendation with respect to the Transaction. See “The Investment Agreement—Restriction on Solicitation of Competing Proposals”, “The Investment Agreement—Termination of the Investment Agreement” and “The Investment Agreement—Expenses; Termination Fees”.

These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of Nesco from considering or proposing that acquisition, including as a result of the added expense of the termination fees that may become payable in certain circumstances.

Nesco’s executive officers and directors have certain interests in the Transaction that may be different from, or in addition to, the interests of Nesco stockholders generally.

Nesco’s executive officers and directors have certain interests in the Transaction that may be different from, or in addition to, the interests of Nesco stockholders generally. Nesco’s executive officers negotiated the terms of the Purchase Agreement and the Investment Agreement. The executive officers of Nesco have arrangements with Nesco that provide for severance benefits if their employment is terminated under certain circumstances following the completion of the Transaction. There will be accelerated vesting of equity awards held by some or all of our non-employee directors who will not continue as directors of the combined company after the Transaction. Nesco may act before completion of the Transaction to amend certain terms of equity awards held by employees and to enter into certain compensatory arrangements related to the Transaction. Executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the Acquisition.

At Closing, the Board will be reconstituted to include up to eleven directors, with up to seven directors designated by Platinum, 1 director designated by each of ECP, Capitol and Blackstone and the chief executive officer of Nesco.

The Nesco board of directors was aware of these interests at the time it approved the Transaction. These interests, including the continued employment of certain executive officers of Nesco by the combined company, the continued positions of certain directors of Nesco as directors of the combined company and the indemnification of former directors and officers by the combined company, may cause Nesco’s directors and executive officers to view the Acquisition proposal differently and more favorably than you may view it. See “The Transactions and the Transaction Agreements—Interests of Nesco’s Directors and Officers in the Transaction.”

Subsequent to the completion of our Acquisition, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence in connection with the Acquisition, we cannot assure you that this diligence will surface all material issues that may arise as a result of the consummation of the Acquisition. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities.

Nesco and Custom Truck will incur significant transaction and transition costs in connection with the Transaction.

Nesco and Custom Truck have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Transaction. Nesco and Custom Truck may also incur additional costs to retain key employees. In general, all expenses incurred in connection with the Transaction (including the Acquisition), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the party incurring such expense.

Integration of the Nesco and Custom Truck businesses may be difficult, costly and time-consuming, and the anticipated benefits and cost savings of the Transaction may not be realized or may be less than expected.

Even if the Transaction is completed, our ability to realize the anticipated benefits of the Transaction will depend, to a large extent, on our ability to integrate the two businesses. The combination of two independent businesses is a complex, costly and time-consuming process and we cannot assure you that we will be able to successfully integrate Nesco and Custom Truck or, if the integration is successfully accomplished, that the integration will not be more costly or take longer than presently contemplated. If we cannot successfully integrate and manage the two businesses within a reasonable time following the Transaction, we may not be able to realize the potential and anticipated benefits of the Transaction, which could have a material adverse effect on our business, financial condition and operating results.

Our ability to realize the expected synergies and benefits of the Transaction is subject to a number of risks and uncertainties, many of which are outside of our control. These risks and uncertainties could adversely impact our business, financial condition and operating results, and include, among other things:

•        our ability to complete the timely integration of operations and systems, organizations, standards, controls, procedures, policies and technologies, as well as the harmonization of differences in the business cultures of Nesco and Custom Truck;

•        our ability to minimize the diversion of management attention from ongoing business concerns during the integration process;

•        our ability to retain the service of key management and other key personnel;

•        our ability to preserve customer, supplier and other important relationships and resolve potential conflicts that may arise;

•        the risk that certain customers and suppliers will opt to discontinue business with the combined business or exercise their right to terminate their agreements as a result of the Transaction pursuant to change of control provisions in their agreements or otherwise;

•        the risk that Custom Truck may have liabilities that we failed to or were unable to discover in the course of performing due diligence;

•        difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination; and

•        difficulties in managing the expanded operations of a significantly larger and more complex combined business.

We may encounter additional integration-related costs, fail to realize all of the benefits anticipated in the Transaction or be subject to other factors that adversely affect preliminary estimates. In addition, even if the operations of the two businesses are integrated successfully, the full benefits of the Transaction may not be realized, including the synergies, cost savings or sales or growth opportunities that we expect. The occurrence of any of these events, individually or in combination, could have a material adverse effect on the combined business’, financial condition and operating results.

Our public stockholders will experience dilution as a consequence of the Transaction, including the Issuance. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-combination company.

The Issuance will dilute the equity interest of our existing stockholders and may adversely affect prevailing market prices for our public shares and/or public warrants.

It is anticipated that, upon completion of the Transaction, the Company’s public stockholders (other than the Platinum, ECP, Capitol and Blackstone but including purchasers in the Supplemental Equity Offering) will retain an ownership interest of approximately 17% in the post-combination company. Additionally, following the completion of the Transaction, and subject to the approval by the Company’s public stockholders and the approval of the applicable award agreements by the post-Transaction Board, Nesco may alter or supplement existing equity compensation plans. In connection with the Issuance, it is expected that (a) pursuant to the Investment Agreement (i) between 140,000,000 and 152,600,000 shares of common stock, at a purchase price of $5.00 per share will be issued, and (ii) up to an additional 20,000,000 shares of common stock, at a purchase price of $5.00 per share, will be issued in the event the backstop to the Supplemental Equity Financing is utilized, in each case, to Platinum; (b) pursuant to the Investment Agreement, purchase shares of common stock in (i) a private placement, (ii) a registered public offering and/or (iii) a rights offering to its stockholders, in each case, for the aggregate amount of up to $200,000,000 (for the avoidance of doubt, including the Supplemental Equity Financing); and (c) pursuant to the Rollover Agreements, an aggregate of 20,000,000 shares of common stock, at a purchase price of $5.00 per share, will be issued to Blackstone and certain other direct and/or indirect equity holders of Custom Truck.

Resales of the shares issued pursuant to the Issuance could depress the market price of Nesco’s common stock.

The shares issued pursuant to the Issuance will be subject to registration rights. Following the effectiveness of the registration statement that we have agreed to file pursuant to such registration rights such shares will be freely tradeable. We also expect that such shares will be subject to potential resale pursuant to Rule 144. Resales of such shares following the expiration of any applicable lock-up agreement could depress the market price of our common stock.

We may not achieve all of the expected benefits from the items reflected in the unaudited financial projections included in this proxy statement including the estimated cost synergy, fleet optimization measures and other items.

The unaudited financial projections, pro forma cost synergy estimates and pro forma unaudited financial projections for the combined company include several measures, including Revenue, Adjusted EBITDA, Net Capex, Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow. The assumptions and estimates underlying the financial projections are inherently uncertain and, although considered reasonable by Nesco management as of the date of their preparation, are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, including, among others, risks and uncertainties due to general business, economic, regulatory, market and financial conditions, as well as changes in Nesco’s or Custom Truck’s, or the pro forma combined company’s, respective businesses, financial condition or results of operations, and other risks and uncertainties described in this “Risk Factors” section.

In particular, our projections include pro forma cost synergy estimates totaling $50 million that we currently expect to be fully achieved within two years of the Closing Date. We also expect to incur integration and restructuring costs of approximately $50 million to achieve these synergies, with $40 million of these costs incurred in the first two years following the Closing Date. The anticipated synergies are based upon assumptions about our ability to implement integration measures in a timely fashion and within certain cost parameters. Our ability to achieve the planned synergies is dependent upon a significant number of factors, many of which are beyond our control, such as our ability to integrate businesses that we acquire (including the integration of Nesco and Custom Truck), operating difficulties, increased operating costs, delays in implementing initiatives and general economic, competitive or industry conditions. For example, we may be unable to eliminate duplicative costs in a timely fashion or at all. Additionally, achieving these benefits may require certain related one-time costs, charges and expenses, which may be material. We can provide no assurance that we will be successful in generating growth, maintaining or increasing our cash flows or profitability or achieving cost savings and revenue enhancements in connection with the items reflected by these adjustments, and our inability to do so could have a material adverse effect on our business, cash flows, results of operations and financial position.

The unaudited pro forma condensed combined financial information presented herein is not intended to reflect what our actual results of operations and financial condition would have been had the Transaction actually occurred at the times presented therein, and therefore these results may not be indicative of our future operating performance.

The unaudited pro forma condensed combined financial information presented herein is for illustrative purposes only and is not intended, and does not purport, to represent what our actual results or financial condition would have been if the Transaction had occurred on the relevant dates. In addition, the unaudited pro forma condensed combined financial information is based in part on certain assumptions regarding the Transaction that we believe are reasonable. These assumptions, however, are only preliminary and will be finalized after the Transaction is completed. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting with respect to the Acquisition, with Nesco considered the acquirer of Custom Truck. Under the acquisition method of accounting, the acquisition date fair value of the consideration transferred will be allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess purchase price allocated to goodwill. The purchase price allocation utilized in preparing the unaudited pro forma condensed combined financial information was based on estimates of the fair market value of the tangible and intangible assets and liabilities of Custom Truck, as described further in the notes to our unaudited pro forma condensed combined financial information. In arriving at the estimated fair values, we have considered the preliminary appraisals of independent consultants, which were based on a preliminary and limited review of the assets and liabilities of Custom Truck to be acquired by us in the Acquisition. We expect to complete the purchase price allocation after considering the fair market value of Custom Truck’s assets and liabilities at the level of detail necessary

to finalize the purchase price allocation. The final purchase price allocation will be based, in part, on third-party appraisals and may be different than that reflected in the pro forma purchase price allocation presented herein, and any such differences may be material. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the consummation of the Transaction we will have, and may incur in the future, significant indebtedness and may be unable to service our debt. This indebtedness could adversely affect our financial position, limit our available cash and our access to additional capital and prevent us from growing our business.

Following the consummation of the Transaction, we expect to have a significant amount of indebtedness and may incur additional indebtedness in the future. As of September 30, 2020, after giving effect to the Transaction, our total indebtedness (including capital leases and excluding obligations under the Floorplan Financing Facilities) would have been approximately $1,385 million, consisting of the $960 million of Notes, $400 million of borrowings under our New ABL Facility and approximately $25 million of other indebtedness. In addition, as of  September 30, 2020, after giving effect to the Transaction, we would have had an additional $350 million of availability under our New ABL Facility (subject to a borrowing base). Although the indenture that will govern the Notes and the credit agreement that will govern the New ABL Facility will contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant exceptions and qualifications, and the additional indebtedness incurred in compliance with these restrictions could be substantial. Moreover, the indenture that will govern the Notes is not anticipated to impose any limitation on our incurrence of certain liabilities or obligations that are not considered “Indebtedness” under such indenture (such as operating leases), nor does it impose any limitation on the amount of liabilities incurred by our subsidiaries, if any, that might be designated as “unrestricted subsidiaries” under such indenture. Similarly, the credit agreement that will govern the New ABL Facility will not impose any limitation on our incurrence of certain liabilities or obligations that are not considered “Indebtedness” under such credit agreement (such as operating leases).

The level of our indebtedness could have important consequences, including:

•        a portion of our cash flow from operations is dedicated to debt service and may not be available for other purposes;

•        limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•        limiting our ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes, including acquisitions, and potentially impeding our ability to secure favorable lease terms;

•        exposing us to the risk of increased interest rates as borrowings under our New ABL Facility will be subject to variable rates of interest;

•        making us more vulnerable to economic downturns and industry conditions and possibly limiting our ability to withstand competitive pressures;

•        placing us at a competitive disadvantage compared to our competitors with less indebtedness;

•        making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt;

•        limiting our flexibility in planning for and reacting to changes in the industry in which we compete; and

•        increasing our cost of borrowing.

If new debt is added to our current debt levels, the risks that we face would intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which are beyond our control. An inability to service our indebtedness could lead to a default under the indenture that will govern the Notes or the credit agreement that will govern our New ABL Facility, which may result in an acceleration of our indebtedness.

To service our indebtedness, we will require a significant amount of cash. Our ability to pay interest and principal in the future on our indebtedness and to fund our capital expenditures and acquisitions will depend upon our future operating performance and the availability of refinancing indebtedness, which will be affected by prevailing economic conditions, the availability of capital, as well as financial, business and other factors, some of which are beyond our control. Our future cash flow may not be sufficient to meet our obligations and commitments. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. These actions may not be effected on a timely basis or on satisfactory terms or at all, and these actions may not enable us to continue to satisfy our capital requirements. In addition, our future debt agreements, including the indenture that will govern the Notes and the credit agreement that will govern our New ABL Facility, may contain restrictive covenants prohibiting us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

The indenture that will govern the Notes and the credit agreement that will govern our New ABL Facility will impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities.

The indenture that will govern the Notes and the credit agreement that will govern our New ABL Facility will impose significant operating and financial restrictions on us. These restrictions will limit our ability, among other things, to:

•        incur additional indebtedness;

•        pay dividends or certain other distributions on our capital stock or repurchase our capital stock;

•        make certain investments or other restricted payments;

•        place restrictions on the ability of subsidiaries to pay dividends or make other payments to us;

•        engage in transactions with stockholders or affiliates;

•        sell certain assets or merge with or into other companies, reorganize our companies, or suspend or go out of a substantial portion of our business;

•        prepay or modify the terms of our other indebtedness;

•        guarantee indebtedness; and

•        create liens.

The ability to borrow the full $750 million of commitments under the New ABL Facility will be limited by borrowing base capacity based on the sum of specified percentages of eligible accounts receivable, eligible parts inventory, eligible fleet equipment and unrestricted cash and cash equivalents, in each case, subject to customary reserves. The borrowing base will be calculated monthly (or, in certain circumstances, more frequently). As a result, our ability to borrow under the New ABL Facility is potentially subject to significant fluctuations, depending on the value of the borrowing base-eligible assets as of any measurement date.

In addition, the New ABL Facility will include a springing financial covenant, which will require us to, on any date on which specified excess availability falls below a certain threshold, maintain a minimum fixed charge coverage ratio, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which financials have been delivered and quarterly thereafter until specified excess availability exceeds that threshold for

a specified period. Our ability to meet the required ratio may be affected by events beyond our control, and we may not meet this ratio. The inability to borrow under the New ABL Facility may adversely affect our liquidity, financial position and results of operations.

These restrictions could limit our ability to obtain future financing, make strategic acquisitions or needed capital expenditures, withstand economic downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. A failure to comply with the restrictions in the indenture that will govern the Notes and the credit agreement that will govern our New ABL Facility could result in an event of default under such instruments or credit agreement. Our future operating results may not be sufficient to enable compliance with the covenants in such indenture or credit agreement or to remedy any such default. In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to refinance our indebtedness or make any accelerated payments, including those under the notes and under our New ABL Facility. Also, we may not be able to obtain new financing. Even if we were able to obtain new financing, we cannot guarantee that the new financing will be on commercially reasonable terms or terms that are acceptable to us. If we default on our indebtedness, our business, financial condition or results of operations could be materially and adversely affected. If we fail to maintain compliance with these covenants in the future, we cannot assure you that we will be able to obtain waivers from the lenders and/or amend the covenants.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 3, 2020, the parties thereto entered into the Purchase and Sale Agreement, dated December 3, 2020, pursuant to which Buyer has agreed to acquire 100% of the partnership interests of Custom Truck. Upon consummation of the Acquisition, Sellers will receive a base purchase price of $1.475 billion, subject to customary adjustments in respect of the cash, indebtedness and transaction expenses of Custom Truck as of the closing of Closing, as well as an adjustment on the basis of the original equipment cost of the rental fleet inventory owned by Custom Truck as of the Closing Date. In connection with the Acquisition, Nesco and certain Sellers entered into Rollover Agreements, pursuant to which such Sellers agreed to contribute a portion of their equity interests in Custom Truck in exchange for 20,000,000 shares of Nesco’s common stock. The contributions of equity interests in exchange for shares of common stock contemplated by the Rollover Agreements will be consummated immediately prior to the Closing Date.

On December 3, 2020, Nesco also entered into the Investment Agreement with Platinum. Pursuant to the terms of the Investment Agreement, Nesco will issue and sell shares of its common stock to Platinum for an aggregate purchase price in the range of $700 million to $763 million based upon the total equity funding required to fund the consideration to be paid pursuant to the terms of the Purchase Agreement. Nesco has also agreed to use its reasonable best efforts to sell shares of its common stock in a private placement, a registered public offering, and/or a rights offering to its stockholders, in each case for the aggregate amount of up to $200 million. If necessary as a backstop to the Supplemental Equity Financing, Nesco will issue and sell additional shares of common stock to Platinum for an aggregate purchase price of not more than $100 million. For the purpose of the unaudited pro forma condensed combined financial information, the total Subscription from Platinum is estimated to be $739 million and the Supplemental Equity Financing is estimated to be $140 million, both at a price of $5.00 per share. The proceeds from the Subscription and the Supplemental Equity Financing will be used to pay a portion of the purchase price in the Acquisition and other fees and expenses. To the extent the proceeds of the Subscription, the Supplemental Equity Financing and the Debt Financing exceed the amount required to pay the purchase price, fees and expenses related to the Transaction and indebtedness required to be discharged in connection therewith, the amount of any Debt Financing will be correspondingly reduced.

In connection with entering into the Purchase Agreement, Nesco and Platinum entered into a Debt Commitment Letter pursuant to which the Commitment Parties have agreed to provide a portion of the financing necessary to fund the consideration to be paid pursuant to the terms of the Purchase Agreement. The Debt Financing is anticipated to consist of the following: (i) an asset-based revolving credit facility in an aggregate principal amount of up to $750 million, $400 million of which shall be available on the closing date to finance the purchase price or, when determined, for working capital adjustments payable under the Purchase Agreement (the “New ABL”); and (ii) an issuance of senior secured notes (the “Notes”) yielding $1.0 billion in gross cash proceeds and/or to the extent that the issuance of the Notes yields less than $1.0 billion in gross cash proceeds or such cash proceeds are otherwise unavailable to consummate the Acquisition, loans under a senior secured bridge facility yielding up to $1.0 billion in gross cash proceeds (less the gross cash proceeds received from the Notes and available for use, if any). For purposes of the unaudited pro forma condensed combined financial information, the amount estimated to be drawn under the Notes at close of the Transaction is $960 million.

The unaudited pro forma condensed combined financial information presented herein gives effect to the following transactions:

•        the Subscription;

•        the Supplemental Equity Financing;

•        the extinguishment of Nesco’s existing 2019 Credit Facility and its Senior Secured Notes (each as defined in “Nesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”) and the contemporaneous Debt Financing (referred to with the Subscription and the Supplemental Equity Financing, collectively as the “Financing”); and

•        the estimated effects of the acquisition of Custom Truck, inclusive of the estimated effects of debt repaid and the Rollover (collectively, the “Transaction Accounting Adjustments”).

Nesco Holdings, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2020

See accompanying notes to unaudited pro forma condensed combined financial information.

Nesco Holdings, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2020