0000899243-21-015575.txt : 20210412 0000899243-21-015575.hdr.sgml : 20210412 20210412215728 ACCESSION NUMBER: 0000899243-21-015575 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210401 FILED AS OF DATE: 20210412 DATE AS OF CHANGE: 20210412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821894 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE FAMILY GP LLC CENTRAL INDEX KEY: 0001404964 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821891 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P. CENTRAL INDEX KEY: 0001478809 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821888 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C. CENTRAL INDEX KEY: 0001478815 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821887 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA VI-NQ L.L.C. CENTRAL INDEX KEY: 0001855977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821889 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Management Associates VI-NQ L.L.C. CENTRAL INDEX KEY: 0001855930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821890 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Energy Management Associates NQ L.L.C. CENTRAL INDEX KEY: 0001855939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821893 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone EMA-NQ L.L.C. CENTRAL INDEX KEY: 0001855943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38186 FILM NUMBER: 21821892 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP INC. STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Custom Truck One Source, Inc. CENTRAL INDEX KEY: 0001709682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7701 INDEPENDENCE AVENUE CITY: KANSAS CITY STATE: MO ZIP: 64125 BUSINESS PHONE: (816) 241-4888 MAIL ADDRESS: STREET 1: 7701 INDEPENDENCE AVENUE CITY: KANSAS CITY STATE: MO ZIP: 64125 FORMER COMPANY: FORMER CONFORMED NAME: NESCO HOLDINGS, INC. DATE OF NAME CHANGE: 20190730 FORMER COMPANY: FORMER CONFORMED NAME: Capitol Investment Corp. IV DATE OF NAME CHANGE: 20170619 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-01 0 0001709682 Custom Truck One Source, Inc. NSCO 0001404073 Blackstone Holdings III L.P. C/O CUSTOM TRUCK ONE SOURCE, INC. 7701 INDEPENDENCE AVENUE KANSAS CITY MO 0 0 0 1 See "Remarks" 0001855939 Blackstone Energy Management Associates NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001855943 Blackstone EMA-NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001404964 BLACKSTONE FAMILY GP LLC C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001855930 Blackstone Management Associates VI-NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001855977 BMA VI-NQ L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001478809 Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? 0001478815 Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 0 1 See ?Remarks? Common Stock 2932195 I See Footnotes Common Stock 3622088 I See Footnotes Common Stock 351593 I See Footnotes Common Stock 179835 I See Footnotes Common Stock 3492069 I See Footnotes Common Stock 3576281 I See Footnotes Common Stock 17360 I See Footnotes Reflects shares of common stock, par value $0.0001 per share ("Common Stock"), of Custom Truck One Source, Inc. (the "Issuer") directly held by Blackstone Energy Partners NQ L.P. ("BEP NQ"). Reflects shares of Common Stock directly held by BEP CTOS Holdings L.P. ("BEP CTOS"). Reflects shares of Common Stock directly held by Blackstone Energy Family Investment Partnership SMD L.P. ("BE SMD"). Reflects shares of Common Stock directly held by Blackstone Energy Family Investment Partnership NQ ESC L.P. ("BE NQ"). Reflects shares of Common Stock directly held by Blackstone Capital Partners VI-NQ L.P. ("BCP VI-NQ"). Reflects shares of Common Stock directly held by BCP CTOS Holdings L.P. ("BCP CTOS"). Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership VI-NQ ESC L.P. ("BE FIP"). Blackstone Energy Management Associates NQ L.L.C. ("BEMA") is the general partner of BEP NQ and BEP CTOS. Blackstone EMA-NQ L.L.C. ("BEMA NQ") is the managing member of BEMA. BEP Side-by-Side GP NQ L.L.C. ("BEP GP") is the general partner of BE NQ. Blackstone Management Associates VI-NQ L.L.C. ("BMA NQ") is the general partner of BCP VI-NQ and BCP CTOS. BMA VI-NQ L.L.C. ("BMA VI-NQ") is the managing member of BMA NQ. Blackstone Family GP L.L.C. ("BS GP") is the general partner of BE SMD. BS GP is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. BCP VI-NQ Side-by-Side GP L.L.C. ("BCP GP") is the general partner of BE FIP. Blackstone Holdings III L.P. ("Holdings III") is the sole member of each of BEMA NQ, BEP GP and BMA VI-NQ. The general partner of Holdings III is Blackstone Holdings III GP L.P. ("Holdings III GP") The general partner of Holdings III GP is Blackstone Holdings III GP Management L.L.C ("Holdings III GP Management"). Blackstone Holdings II L.P. ("Holdings II") is the sole member of BCP GP. Blackstone Holdings I/II GP L.L.C. ("Holdings I/II GP") is the general partner of Holdings II. The Blackstone Group Inc. ("Blackstone") is the sole member of Holdings III GP Management and Holdings I/II GP. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. ("BS Group Management"). BS Group Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that the Reporting Persons are subject to Section 16 of the Exchange Act. On April 1, 2021, the transaction pursuant to which the Issuer and NESCO Holdings II, Inc., a subsidiary of the Issuer agreed to acquire 100% of the partnership interests of Custom Truck One Source, L.P. (the "Acquisition") closed. On April 1, 2021, in connection with the closing of the Acquisition, the Issuer, an affiliate of Platinum Equity Advisors, LLC, certain affiliates of Blackstone, certain affiliates of Energy Capital Partners, Capitol Acquisition Management IV, LLC and Capital Acquisition Founder IV, LLC and certain other stockholders of the Issuer entered into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"). By virtue of the Stockholders' Agreement, the Reporting Persons and the other persons party thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that beneficially owns more than 10% of the outstanding shares of Common Stock. However, the filing of this Form 3 shall not be deemed an admission that the Reporting Persons and such other persons are members of any such group. Form 2 of 3 BLACKSTONE ENERGY PARTNERS NQ L.P., By: Blackstone Energy Management Associates NQ L.L.C., its general partner, By: Blackstone EMA-NQ L.L.C., its managing member 2021-04-12 BLACKSTONE MANAGEMENT ASSOCIATES VI-NQ L.L.C., By: BMA VI-NQ L.L.C., its managing member 2021-04-12 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-NQ ESC L.P., By: BCP VI-NQ Side-by-Side GP L.L.C., its general partner 2021-04-12 BCP VI-NQ SIDE-BY-SIDE GP L.L.C. 2021-04-12 BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner 2021-04-12 BLACKSTONE HOLDINGS I/II GP L.L.C. 2021-04-12 BMA VI-NQ L.L.C. 2021-04-12 BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner 2021-04-12 BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner 2021-04-12 BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. 2021-04-12