424B3 1 f424b3_capitolinvestment4.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

SEC File No.: 333-230817

CAPITOL INVESTMENT CORP. IV

1300 17th Street, Suite 820

Arlington, VA 22209

NOTICE OF
EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JULY 16, 2019

TO THE SHAREHOLDERS OF CAPITOL INVESTMENT CORP. IV:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Capitol Investment Corp. IV (“Capitol”), a Cayman Islands exempted company limited by shares, will be held at 10:00 a.m. eastern time, on July 16, 2019, at the offices of Graubard Miller, general counsel to Capitol, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposals — To consider and vote upon two separate proposals as follows:

a.      a proposal, as a special resolution, that Capitol be deregistered under the Cayman Islands Companies Law and domesticate under Section 388 of the Delaware General Corporation Law, pursuant to which Capitol’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”) as the first step in the business combination described below; and

b.      a proposal, as an ordinary resolution, to approve and adopt the Agreement and Plan of Merger, dated as of April 7, 2019 (“Merger Agreement”), by and among Capitol, Capitol Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“Merger Sub”), Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“New HoldCo”), NESCO Holdings, LP, a Delaware limited partnership (the “Nesco Owner”), and NESCO Holdings I, Inc., a Delaware corporation (“Nesco”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including (i) the Domestication, (ii) the merger of Merger Sub with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of Capitol (the “Initial Merger”), and (iii) immediately after the Initial Merger, the merger of Nesco with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of Capitol (the “Subsequent Merger”, and together with the Initial Merger, the “Mergers”, and together with the Domestication, the “Transactions”) — we refer to these two sub proposals collectively as the “business combination proposals”;

(2)     Proposal No. 2 — The Charter Proposals — to consider and vote upon separate proposals, as special resolutions, to approve the following material differences between the constitutional documents of Capitol that will be in effect upon the closing of the Transactions and Capitol’s current amended and restated memorandum and articles of association: (i) the name of the public entity will be “Nesco Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”; (ii) Capitol will have 250,000,000 authorized shares of common stock, and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares; and (iii) Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws (collectively, the “Restated Constitutional Documents”), and such constitutional documents, as restated, will include substantial changes, including the removal of various provisions applicable only to specified purpose acquisition corporations that Capitol’s amended and restated memorandum and articles of association contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time) — we refer to these proposals collectively as the “charter proposals”;

 

(3)    Proposal No. 3 — The Director Election Proposal — to pass an ordinary resolution to elect seven directors who, upon consummation of the Transactions, will be the directors of Capitol — we refer to this proposal as the “director election proposal”;

(4)    Proposal No. 4 — The Incentive Plan Proposal — to consider and vote upon a proposal, as an ordinary resolution, to approve the 2019 Omnibus Incentive Plan (the “2019 Plan”), which is an incentive compensation plan for employees of Capitol and its subsidiaries following the Transactions, including Nesco — we refer to this proposal as the “incentive plan proposal”;

(5)    Proposal No. 5 — The Adjournment Proposal — to consider and vote upon a proposal, as an ordinary resolution, to adjourn the extraordinary general meeting to a later date or dates if it is determined by the chairman presiding over the extraordinary general meeting that more time is necessary for Capitol to consummate the Transactions — we refer to this proposal as the “adjournment proposal.”

These items of business are described in the attached proxy statement/prospectus, which also includes as Annex A a copy of the Merger Agreement, as Annex B a copy of the form of Restated Constitutional Documents and as Annex C a copy of the 2019 Plan. We encourage you to read the attached proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO READ CAREFULLY THE SECTION ENTITLED “RISK FACTORS”.

Only holders of record of Capitol ordinary shares at the close of business on May 20, 2019 are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments of the extraordinary general meeting.

After careful consideration, Capitol’s board of directors has determined that the business combination proposals, the charter proposals, the director election proposal, the incentive plan proposal and the adjournment proposal are fair to and in the best interests of Capitol and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the business combination proposals, “FOR” each of the charter proposals, “FOR” the election of all of the persons nominated by Capitol’s board of directors for election as directors, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented. When you consider Capitol’s board’s recommendation, you should keep in mind that Capitol’s directors and officers may have interests in the business combination that conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposals — Interests of Capitol’s Sponsors, Directors and Officers in the Business Combination.”

Consummation of the Transactions is conditioned on approval of each of the business combination proposals, each of the charter proposals, the director election proposal and the incentive plan proposal. If any of the proposals is not approved and the extraordinary general meeting is not adjourned, the other proposals will not be presented to shareholders for a vote.

All Capitol shareholders are cordially invited to attend the extraordinary general meeting in person. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Capitol ordinary shares, you may also cast your vote in person at the extraordinary general meeting. If your ordinary shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker or bank.

A complete list of Capitol shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Capitol for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

   

/s/ Mark D. Ein

   

Mark D. Ein

Chairman of the Board and Chief Executive Officer

June 24, 2019

 

IF YOU SIGN, DATE AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSALS IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING CAPITOL ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE BUSINESS COMBINATION PROPOSALS OR IF THEY ARE A HOLDER OF RECORD ON THE RECORD DATE. TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, CAPITOL’S TRANSFER AGENT, NO LATER THAN TWO (2) DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTIONS ARE NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF CAPITOL — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated June 24, 2019 and is first being mailed to Capitol Investment Corp. IV shareholders on or about the same date.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on July 16, 2019: Capitol’s proxy statement/prospectus is available at https://www.cstproxy.com/capitolacquisition/2019.

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

CAPITOL INVESTMENT CORP. IV

_______________

PROSPECTUS FOR UP TO 48,312,500 SHARES OF COMMON STOCK,

18,450,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS,

AND 18,450,000 WARRANTS

_______________

The board of directors of Capitol Investment Corp. IV, a Cayman Islands exempted company limited by shares (“Capitol”), has unanimously approved the Agreement and Plan of Merger, dated as of April 7, 2019 (“Merger Agreement”), by and among Capitol, Capitol Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“Merger Sub”), Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol (“New HoldCo”), NESCO Holdings, LP, a Delaware limited partnership (the “Nesco Owner”), and NESCO Holdings I, Inc., a Delaware corporation (“Nesco”), pursuant to which (i) Capitol will domesticate as a Delaware corporation and will be renamed “Nesco Holdings, Inc.” (the “Domestication”), (ii) Merger Sub will merge with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of Capitol (the “Initial Merger”), and (iii) immediately after the Initial Merger, Nesco will merge with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of Capitol (the “Subsequent Merger”, and together with the Initial Merger, the “Mergers”, and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, Nesco will become a limited liability company and a wholly-owned subsidiary of Capitol, with Nesco Owner becoming a securityholder of Capitol.

In connection with the Domestication, each outstanding Class A ordinary share of Capitol will automatically convert into one share of common stock of Capitol (which will be renamed “Nesco Holdings, Inc.”) on a one-for-one basis. The outstanding warrants of Capitol will automatically convert into warrants entitling the holders to purchase shares of common stock, on a one-for-one basis, beginning 30 days after the consummation of the business combination. Additionally, warrants to purchase up to 1,000,000 ordinary shares of Capitol that may be issued upon conversion of working capital loans would automatically convert into warrants entitling the holders to purchase shares of common stock, on a one-for-one basis, beginning 30 days after the consummation of the business combination. The outstanding Class B ordinary shares of Capitol will automatically convert into common stock, on a one-for-one basis, upon consummation of the business combination. Accordingly, this prospectus covers an aggregate of 66,762,500 shares of common stock of Capitol (including 18,450,000 shares of common stock underlying 18,450,000 warrants) and 18,450,000 warrants of Capitol issuable following consummation of the Transactions.

Pursuant to the Merger Agreement, in connection with the Mergers each outstanding share of Nesco common stock will be converted into the right to receive a pro rata portion of (i) $75,000,000 of cash (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), (ii) 17,464,235 shares of common stock (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner will also have the right to receive up to 1,800,000 additional shares of common stock upon the happening of certain events as described in more detail in this proxy statement/prospectus.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Capitol scheduled to be held on July 16, 2019.

Capitol’s units, Class A ordinary shares and warrants are currently listed on the New York Stock Exchange under the symbols CIC.U, CIC, and CIC WS, respectively. Capitol intends to apply for listing, to be effective at the time of the business combination, of the common stock and warrants to be issued in connection with the Domestication and Mergers on the New York Stock Exchange under the proposed symbols NSCO and NSCO WS, respectively. Capitol will not have units traded following consummation of the business combination. It is a condition of the consummation of the business combination that Capitol’s common stock and warrants are approved for listing on a national securities exchange, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Transactions will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties.

Capitol is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the extraordinary general meeting of Capitol’s shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors.” These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated June 24, 2019, and is first being mailed to Capitol security holders on or about the same date.

 

TABLE OF CONTENTS

FREQUENTLY USED TERMS

 

ii

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

 

1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

3

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

9

SELECTED HISTORICAL FINANCIAL INFORMATION

 

19

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

21

COMPARATIVE PER SHARE DATA

 

23

RISK FACTORS

 

24

FORWARD-LOOKING STATEMENTS

 

41

EXTRAORDINARY GENERAL MEETING OF CAPITOL

 

43

THE BUSINESS COMBINATION PROPOSALS

 

48

THE MERGER AGREEMENT

 

69

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

75

THE CHARTER PROPOSALS

 

85

THE DIRECTOR ELECTION PROPOSAL

 

93

EXECUTIVE COMPENSATION

 

100

THE INCENTIVE PLAN PROPOSAL

 

110

THE ADJOURNMENT PROPOSAL

 

117

OTHER INFORMATION RELATED TO CAPITOL

 

118

BUSINESS OF NESCO

 

128

NESCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

141

BENEFICIAL OWNERSHIP OF SECURITIES

 

160

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

164

DESCRIPTION OF CAPITOL’S SECURITIES AFTER THE TRANSACTIONS

 

167

INFORMATION ON CAPITOL’S SECURITIES AND DIVIDENDS

 

171

APPRAISAL RIGHTS

 

172

STOCKHOLDER PROPOSALS

 

172

OTHER STOCKHOLDER COMMUNICATIONS

 

172

EXPERTS

 

172

LEGAL MATTERS

 

173

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

173

WHERE YOU CAN FIND MORE INFORMATION

 

173

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEXES

   

A — Agreement and Plan of Merger

 

A-1

B — Certificate of Incorporation of Nesco Holdings, Inc. and Bylaws of Nesco Holdings, Inc.

 

B-1

C — Form of 2019 Omnibus Incentive Plan

 

C-1

You should rely only on the information contained in this proxy statement/prospectus in determining whether to vote in favor of the business combination and other proposals. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated June 24, 2019. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Capitol securityholders nor the issuance by Capitol of common stock or warrants in connection with the business combination will create any implication to the contrary.

i

Frequently Used Terms

As used in this proxy statement/prospectus:

Adjusted EBITDA” means net income (loss) plus interest expense, provision for income taxes, depreciation, and amortization, as further adjusted to give effect to non-cash and other items;

Approved Stock Exchange” means the Nasdaq Stock Market, the New York Stock Exchange, or any other national securities exchange on which Capitol’s securities are then traded;

“Big 4” means AT&T, Sprint, T-Mobile and Verizon;

Business Combination” or “business combination” means the Transactions contemplated by the Merger Agreement and related agreements;

Capitol” means both Capitol Investment Corp. IV, a Cayman Islands exempted company limited by shares prior to the Domestication, and Capitol Investment Corp. IV, a Delaware corporation following the Domestication which will be renamed “Nesco Holdings, Inc.”;

Charter” means the certificate of incorporation of Capitol following the Domestication;

Code” means the Internal Revenue Code of 1986, as amended;

Companies Law” means the Companies Law of the Cayman Islands (2018 Revision);

CAGR” means compound annual growth rate;

Deloitte” means Deloitte & Touche LLP, an independent registered public accounting firm, serving as Nesco’s auditors;

DGCL” means the General Corporation Law of the State of Delaware;

Debt Commitment Letter” means the commitment letter, dated April 7, 2019, among New Holdco, JPMorgan Chase Bank, N.A., Fifth Third Bank, Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., and Citigroup Global Markets Inc.;

Debt Financing” means the debt financing incurred or intended to be incurred pursuant to the Debt Commitment Letter or any replacement debt financing in the event any portion of the financing contemplated by the Debt Commitment Letter becomes unavailable;

Domestication” means the domestication of Capitol into a Delaware corporation;

EBITDA” means earnings before interest, taxes, depreciation and amortization;

ECP” means Energy Capital Partners;

ERS” means equipment rental and sales;

Exchange Act” means the Securities Exchange Act of 1934, as amended;

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

Initial Merger” means the merger of Merger Sub with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of Capitol;

Initial Shares” means the 10,062,500 Class B ordinary shares of Capitol that were issued prior to Capitol’s initial public offering and, unless otherwise indicated, assumes conversion of those shares upon consummation of the Transactions into common stock on a one-for-one basis;

Intermediate Holdings” means Capitol Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol;

IRS” means the U.S. Internal Revenue Service;

JOBS Act” means the Jumpstart Our Business Startups Act;

ii

Marcum” means Marcum LLP, an independent registered public accounting firm, serving as Capitol’s auditors;

Mergers” means the Initial Merger and Subsequent Merger.

Merger Agreement” means the Agreement and Plan of Merger, dated as of April 7, 2019, by and among Capitol, Intermediate Holdings, Merger Sub, New HoldCo, Nesco Owner, and Nesco;

Merger Sub” means Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of Capitol;

New HoldCo” means Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Capitol;

Nesco” means NESCO Holdings I, Inc. a Delaware corporation, and, as the context requires, its consolidated subsidiaries;

Nesco Indebtedness” means indebtedness of Nesco pursuant to (i) that certain Credit Agreement, dated as of February 26, 2014, by and among, amongst others, Jurassic Holdings II, Inc., as holdings, Jurassic Holdings III, Inc., as borrower, and Barclays Bank PLC, as agent, as amended by Amendment No. 1, dated as of August 12 2015, as further amended by that certain Incremental Agreement No. 1 and Amendment No. 2, dated as of August 4, 2016, and as further amended or modified from time to time and (ii) the 6.875% senior secured second lien notes due 2021 issued by NESCO, LLC and co-issued by NESCO Finance Corporation;

Nesco Owner” means NESCO Holdings, L.P., a Delaware limited partnership;

NYSE” means the New York Stock Exchange;

Ordinary Resolution” means, as a matter of Cayman Islands law, a resolution passed by the affirmative vote of a simple majority of the Capitol shareholders who attend and vote at the extraordinary general meeting;

Private Warrants” means the 6,533,333 warrants of Capitol sold to the Sponsors and independent directors of Capitol simultaneously with Capitol’s initial public offering;

“PTA” means parts, tools and accessories;

Public Shares” means the Class A ordinary shares included in the units issued in Capitol’s initial public offering;

Public Shareholders” means holders of Public Shares, including the insiders to the extent they hold Public Shares, provided, that the Capitol Sponsors will be considered a “public shareholder” only with respect to any Public Shares held by them;

Registration Rights Agreement” means the registration rights agreement to be entered into at or prior to the closing of the Transactions by Nesco Owner and affiliates of the Sponsors;

Restated Constitutional Documents” means Capitol’s certificate of incorporation and bylaws adopted in connection with the Domestication and the Mergers;

Revolving Credit Facility” means Nesco’s senior secured asset-based revolving credit facility with Barclays Bank PLC, as administrative agent, and lenders party thereto

SEC” means the Securities and Exchange Commission;

Securities Act” means the Securities Act of 1933, as amended;

Special Resolution” means, as a matter of Cayman Islands law, a resolution passed by the affirmative vote of a majority of at least two-thirds of the Capitol shareholders who attend and vote at the extraordinary general meeting;

Sponsor Support Agreement” means the support agreement entered into by the Sponsors in connection with the execution of the Merger Agreement;

Sponsors” means Capitol Acquisition Management IV LLC, a Delaware limited liability company, and Capitol Acquisition Founder IV LLC, a Delaware limited liability company;

iii

Stockholders’ Agreement” means the stockholders’ agreement to be entered into on or prior to the closing of the Transactions between the Sponsors, Capitol, Nesco, and Nesco Owner;

Subsequent Merger” means the merger of Nesco with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of Capitol;

“T&D” means electric utility transmission and distribution;

Transactions” means the Domestication and the Mergers;

UEO” means Utility Equipment Outfitters;

U.S. GAAP” means generally accepted accounting principles in the United States; and

2019 Plan” means the Capitol 2019 Omnibus Incentive Plan.

iv

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

•        The parties to the Transactions are Capitol, Intermediate Holdings, Merger Sub, New HoldCo, Nesco Owner and Nesco. Pursuant to the Merger Agreement, (i) Capitol will domesticate as a Delaware corporation and will be renamed “Nesco Holdings, Inc.”, (ii) Merger Sub will merge with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of Capitol and (iii) immediately after the Initial Merger Nesco will merge with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of Capitol. As a result of the Transactions, Nesco will become an indirect wholly-owned subsidiary of Capitol, with Nesco Owner becoming a securityholder of Capitol. See the section entitled “The Merger Agreement.”

•        Nesco is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution (“T&D”), telecom and rail industries in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems.

•        Under the Merger Agreement, Nesco Owner will receive (i) $75,000,000 of cash (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), (ii) 17,464,235 shares of common stock (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner will also have the right to receive up to 1,800,000 additional shares of common stock, for a period of five years following the closing of the Transactions, in increments of 900,000 shares, if (x) the trading price of Capitol’s common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or (y) a sale transaction of the combined company occurs in which the consideration paid per share to holders of common stock of the combined company exceeds $13.00 per share or $16.00 per share. The Sponsors will also agree to subject certain of their shares to a lockup with such shares being released from the lockup upon the same terms in which the 1,800,000 additional share consideration to Nesco Owner described above will be issued. See the section entitled “The Business Combination Proposals.

•        Each outstanding Class A ordinary share of Capitol will automatically convert into a share of common stock of Capitol, on a one-for-one basis, following the Domestication. The outstanding warrants of Capitol will automatically convert into warrants entitling the holders to purchase shares of common stock of Capitol following the Domestication, on a one-for-one basis, beginning 30 days after the consummation of the business combination. The Class B ordinary shares of Capitol will automatically convert into shares of common stock of Capitol following the Domestication, on a one-for-one basis, upon the consummation of the business combination. Notwithstanding the foregoing, the Sponsors have agreed to forfeit a certain number of Initial Shares and Private Warrants immediately prior to the Domestication. See the section entitled “The Business Combination Proposals.”

•        Immediately after the closing of the Transactions, Nesco Owner and certain members of current Nesco management will hold approximately 26.6% of the issued and outstanding capital stock of Capitol while shareholders of Capitol will hold approximately 73.4% of the issued and outstanding capital stock of Capitol (assuming no holder of Capitol’s Public Shares exercises redemption rights as described in this proxy statement/prospectus). As a result, Nesco Owner and current Nesco management will be the single largest shareholder, as a group, of Capitol following consummation of the Transactions with no current shareholder of Capitol owning more than 10% of the issued and outstanding capital stock of Capitol. See the section entitled “The Business Combination Proposals.

•        The Merger Agreement provides that either Capitol or Nesco may terminate the Merger Agreement if the Transactions are not consummated on or before the later of (x) August 21, 2019 or (y) if Capitol’s shareholders approve a later date for completion of a business combination, October 7, 2019. Additionally, the Merger Agreement may be terminated, among other reasons, by either Capitol or Nesco upon material breach of the other party if not cured within the time period specified within the Merger Agreement and subject to certain other conditions. See the section entitled “The Merger Agreement — Termination.”

•        In addition to voting on the Transactions, the shareholders of Capitol will vote on separate proposals to approve material differences between the constitutional documents of Capitol that will be in effect upon the closing of the Transactions and Domestication and Capitol’s current amended and restated memorandum and articles of association, including: (i) the name of the public entity will be “Nesco

1

Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”; (ii) Capitol will have 250,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares; and (iii) Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws, and such restated constitutional documents will not include the various provisions applicable only to specified purpose acquisition corporations that Capitol’s amended and restated memorandum and articles of association contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). The shareholders of Capitol will also vote on proposals to elect seven directors who, upon consummation of the Transactions, will be the directors of Capitol, to approve the 2019 Plan and to approve, if necessary, an adjournment of the extraordinary general meeting. See the sections entitled “The Charter Proposals,” “Comparison of Corporate Governance and Shareholder Rights,” “The Director Election Proposal,” “The Incentive Plan Proposal” and “The Adjournment Proposal.”

•        Upon completion of the Transactions, if management’s nominees are elected, the directors of Capitol will be William Plummer (serving as Chairman), Jeffrey Stoops, Lee Jacobson (Nesco’s Chief Executive Officer), Doug Kimmelman (Senior Partner and Founder at ECP), Rahman D’Argenio (Partner at ECP), Mark D. Ein (Capitol’s Chairman and Chief Executive Officer who will serve as Vice Chairman) and L. Dyson Dryden (Capitol’s President and Chief Financial Officer). See the section entitled “The Director Election Proposal.”

•        Upon completion of the Transactions, the executive officers of Capitol will include Lee Jacobson (Chief Executive Officer) and Bruce Heinemann (Chief Financial Officer), as well as those persons described under “The Director Election Proposal — Information about Executive Officers, Directors and Nominees.” These individuals will generally hold the same positions with Nesco. See the section entitled “The Director Election Proposal.”

•        Pursuant to the Registration Rights Agreement, Nesco Owner and affiliates of the Sponsors will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of the common stock of Capitol received by them in the Transactions, subject to certain conditions set forth therein.

•        Pursuant to the Stockholders’ Agreement to be entered into in connection with the closing of the Transactions, Capitol will agree to grant Nesco Owner and its affiliates certain board nomination rights and the Sponsors will agree to certain transfer restrictions and forfeiture terms with respect to the Sponsors’ earnout shares. See the section entitled “The Director Election Proposal.”

•        The Sponsors and Nesco Owner have entered into the Sponsor Support Agreement pursuant to which they have agreed to comply with the provisions of the Merger Agreement applicable to such Sponsors as well as the covenants set forth in the Sponsor Support Agreement, including voting all ordinary shares of Capitol beneficially owned by such Sponsors in favor of the transactions contemplated by the Merger Agreement.

•        In connection with the execution of the Merger Agreement, New HoldCo executed the Debt Commitment Letter pursuant to which the lender parties committed to provide Capitol with each of (i) $350 million in aggregate principal amount of commitments pursuant to a first lien senior secured asset based revolving credit facility and (ii) $400 million in second lien senior secured increasing rate bridge loans, subject to definitive documentation and certain customary closing conditions, solely to the extent that Capitol is unable to issue and sell senior second lien notes in a Rule 144A or other private placement yielding up to $400 million in gross proceeds on or prior to the closing of the Transactions. The funding of the Debt Financing in accordance with the Debt Commitment Letter is a condition to the obligations of Capitol, Merger Sub, Intermediate Holdings and New HoldCo to consummate the Transactions.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that may be important to Capitol shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the extraordinary general meeting.

Q.     Why am I receiving this proxy statement/ prospectus?

A.     Capitol and Nesco have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and Capitol encourages its shareholders to read it in its entirety. Capitol’s shareholders are being asked to consider and vote upon separate proposals to approve the Merger Agreement, which, among other things, provides for (i) the Domestication, whereby Capitol will become a Delaware corporation and will be renamed “Nesco Holdings, Inc.”, (ii) the Initial Merger, whereby Merger Sub will merge with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of Capitol, and (iii) the Subsequent Merger, whereby Nesco will merge with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of Capitol. By virtue of the Transactions, Capitol will become a Delaware corporation, Nesco will become a limited liability company and a wholly-owned subsidiary of Capitol and Nesco Owner will become a securityholder of Capitol. See the section entitled “The Business Combination Proposals.”

Q.     Are there any other matters being presented to shareholders at the extraordinary general meeting?

A.     In addition to voting on the business combination, the shareholders of Capitol will vote on the following:

1.     Separate proposals to approve material differences between the constitutional documents of Capitol that will be in effect upon the closing of the Transactions (including the Domestication) and Capitol’s current amended and restated memorandum and articles of association, including: (i) the name of the public entity will be “Nesco Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”; (ii) Capitol will have 250,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares; and (iii) Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws, and such restated constitutional documents will not include the various provisions applicable only to specified purpose acquisition corporations that Capitol’s amended and restated memorandum and articles of association contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). See the sections entitled “The Charter Proposal” and “Comparison of Corporate Governance and Shareholder Rights.”

2.     To elect seven directors who, upon consummation of the Transactions, will be the directors of Capitol. See the section entitled “The Director Election Proposal.”

3.     To approve the 2019 Plan. See the section entitled “The Incentive Plan Proposal.”

4.     To adjourn the extraordinary general meeting to a later date or dates if it is determined by the chairman presiding over the extraordinary general meeting that more time is necessary for Capitol to consummate the Transactions. See the section entitled “The Adjournment Proposal.”

Capitol will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

Consummation of the Transactions is conditioned on approval of each of the business combination proposals, each of the charter proposals, the director election proposal and the incentive plan proposal. If any of the proposals is not approved, the other proposals will not be presented to shareholders for a vote.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q.     I am a Capitol warrant holder. Why am I receiving this proxy statement/prospectus?

A.     Upon consummation of the Transactions, the Capitol warrants shall, by their terms, entitle the holders to purchase common stock of Capitol in lieu of ordinary shares of Capitol, at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Capitol and the business of Capitol and its subsidiaries following consummation of the Transactions. Because holders of Capitol warrants will be entitled to purchase common stock of Capitol upon consummation of the Transactions, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q.     Why is Capitol proposing the business combination?

A.     Capitol was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On August 21, 2017, Capitol completed its initial public offering of units, with each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant to purchase one Class A ordinary share at a price of $11.50, raising total gross proceeds of $402,500,000. Since the initial public offering, Capitol’s activity has been limited to the evaluation of business combination candidates.

Nesco is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution, telecom and rail industries in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems.

Based on its due diligence investigations of Nesco and the industry in which it operates, including the financial and other information provided by Nesco in the course of their negotiations in connection with the Merger Agreement, Capitol believes that Nesco has a very appealing market opportunity and growth profile, strong position in its industry and a compelling valuation. As a result, Capitol believes that a business combination with Nesco will provide Capitol shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Business Combination Proposals — Capitol’s Board of Directors’ Reasons for Approval of the Transactions.

Q.     Did the Capitol board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

A.     Capitol’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination with Nesco. The officers and directors of Capitol have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Capitol’s financial advisors, enabled them to make the necessary analyses and determinations regarding the business combination with Nesco. In addition, Capitol’s officers and directors and Capitol’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Capitol’s board of directors in valuing Nesco’s business, and assuming the risk that the board of directors may not have properly valued such business.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to demand that Capitol redeem such shares for a pro rata portion of the cash held in Capitol’s trust account. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares. Accordingly, all Public Shares in excess of 20% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” will not be redeemed for cash.

Under Capitol’s amended and restated memorandum and articles of association, the business combination may only be consummated if Capitol has at least $5,000,001 of net tangible assets after giving effect to all holders of Public Shares that properly demand redemption of their shares into cash. This means that a substantial number of

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Public Shares may be redeemed and Capitol can still consummate the business combination. However, Nesco is not required to consummate the Transactions if there is not at least $265 million available to Capitol after giving effect to payment of amounts that Capitol will be required to pay to redeeming shareholders upon consummation of the business combination.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of Public Shares, regardless of whether you were a holder as of the record date, and wish to exercise your redemption rights, you must deliver your shares to Capitol’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System no later than two (2) days prior to the extraordinary general meeting. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $411,342,171, or approximately $10.22 per share, as of the record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. There are currently no owed but unpaid income taxes on the funds in the trust account. Your vote on any proposal will have no impact on your ability to exercise redemption rights or the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposals at the extraordinary general meeting. If you deliver your shares for redemption to Capitol’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Capitol’s transfer agent return the shares (physically or electronically). You may make such request by contacting Capitol’s transfer agent, Continental Stock Trust & Transfer Company, at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Capitol’s transfer agent prior to the vote taken on the business combination proposals at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s stock has been timely delivered (either physically or electronically) to the transfer agent and not timely withdrawn.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Capitol warrants that you may hold. Your whole warrants will become exercisable to purchase one share of common stock of Capitol, in lieu of one Class A ordinary share, for a purchase price of $11.50 upon consummation of the business combination.

Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither Capitol shareholders nor its unit or warrant holders have appraisal rights in connection with the business combination under Cayman Islands law. See the section entitled “Appraisal Rights.

Q.     What happens to the funds deposited in the trust account after consummation of the business combination?

A.     Of the net proceeds of Capitol’s initial public offering and simultaneous private placement of warrants, $402,500,000 was placed in the trust account immediately following the initial public offering. After consummation of the business combination, the funds in the trust account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of approximately $14,087,500 to the underwriters of Capitol’s initial public offering as deferred underwriting commissions) and for Capitol’s working capital and general corporate purposes, including to pay the cash consideration to Nesco Owner pursuant to the Merger Agreement and to partially pay down the Nesco Indebtedness.

Q.     What happens if a substantial number of Public Shareholders vote in favor of the business combination proposals and exercise their redemption rights?

A.     Capitol’s Public Shareholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. However, Nesco is not required to consummate the Transactions if there is not at least $265 million available to Capitol after giving effect to payment of amounts that Capitol will be required to pay to redeeming shareholders upon consummation of the Transactions. Also, with fewer Public Shares and Public Shareholders,

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the trading markets for Capitol’s common stock and warrants following the closing of the Transactions may be less liquid than the market for Capitol’s Class A ordinary shares and warrants were prior to the Transactions and Capitol may not be able to meet or maintain the listing standards of a national securities exchange. In addition, with less funds available from the trust account, the capital infusion from the trust account into Nesco’s business will be reduced and Nesco may not be able to achieve its plan of reducing its outstanding indebtedness.

Q.     What happens if the business combination is not consummated?

A.     If Capitol does not complete the business combination with Nesco for whatever reason, Capitol would search for another target business with which to complete a business combination. If Capitol does not complete the business combination with Nesco or another business combination by August 21, 2019 (or such later date as may be approved by Capitol shareholders in an amendment to its amended and restated memorandum and articles of association), Capitol must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses). The Sponsors have no redemption rights in the event a business combination is not effected in the required time period, and, accordingly, their Initial Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q.     How do the Sponsors and officers and directors of Capitol intend to vote on the proposals?

A.     Capitol’s Sponsors, as well as Capitol’s officers and directors, beneficially own and are entitled to vote an aggregate of 20% of Capitol’s outstanding ordinary shares. These holders have agreed to vote their shares in favor of the business combination proposals. The holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting.

Q.     When do you expect the business combination to be completed?

A.     It is currently anticipated that the business combination will be consummated promptly following the extraordinary general meeting which is set for July 16, 2019; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the business combination, see the section entitled “The Merger Agreement — Conditions to the Closing of the Transactions.

Q.     What do I need to do now?

A.     Capitol urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a shareholder and/or warrantholder of Capitol. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Capitol ordinary shares on the record date, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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

A.     No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

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Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to Capitol’s transfer agent at the address set forth below so that it is received prior to the vote at the extraordinary general meeting or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Capitol’s transfer agent, which must be received prior to the vote at the extraordinary general meeting. Shareholders may also revoke their proxy by attending the extraordinary general meeting in person.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the business combination is approved by shareholders and consummated, your ordinary shares will become shares of common stock of Capitol (which will be renamed “Nesco Holdings, Inc.”) and/or your warrants will entitle you to purchase shares of common stock of Capitol. If you fail to take any action with respect to the extraordinary general meeting and the business combination is not approved, you will continue to be a shareholder and/or warrantholder of Capitol.

Q.     What should I do with my share and/or warrants certificates?

A.     Those shareholders who do not elect to have their Capitol shares redeemed for a pro rata share of the trust account do not need to deliver their shares to Capitol’s transfer agent in connection with the business combination as they will automatically convert into shares of Capitol common stock. Capitol shareholders who exercise their redemption rights must deliver their share certificates to Capitol’s transfer agent (either physically or electronically) no later than two (2) days prior to the extraordinary general meeting as described above.

Upon consummation of the Transactions, Capitol’s warrants will automatically convert into warrants to purchase common stock of Capitol (which will be renamed “Nesco Holdings, Inc.”). Therefore, warrant holders do not need to deliver their warrants to Capitol’s transfer agent in connection with the business combination.

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

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus 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 a vote with respect to all of your Capitol shares.

Q.     Who can help answer my questions?

A.     If you have questions about the merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Mr. L. Dyson Dryden

Capitol Investment Corp. IV
1300 17th Street, Suite 820

Arlington, VA 22209
Tel: (202) 654-7060
Fax: (202) 654-7070

or:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400

Email: CIC.info@morrowsodali.com

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You may also obtain additional information about Capitol from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Capitol’s transfer agent at the address below prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the business combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Capitol

Capitol Investment Corp. IV is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Capitol was incorporated under the laws of the Cayman Islands on May 1, 2017.

On August 21, 2017, Capitol closed its initial public offering of 40,250,000 units, including 5,250,000 units subject to the underwriters’ overallotment option, with each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant to purchase one Class A ordinary share at a price of $11.50 commencing 30 days after the consummation of an initial business combination. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $402,500,000. Simultaneously with the consummation of the initial public offering and the exercise of the underwriters’ over-allotment option, Capitol consummated the private sale of 6,533,333 Private Warrants at $1.50 per warrant for an aggregate purchase price of $9,800,000. A total of $402,500,000, was deposited into the trust account and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-219146) that became effective on August 15, 2017. As of May 20, 2019, the record date, there was approximately $411,342,171 held in the trust account.

Capitol’s units, Class A ordinary shares and warrants are listed on the NYSE under the symbols CIC.U, CIC and CIC WS, respectively.

The mailing address of Capitol’s principal executive office is 1300 17th Street, Suite 820, Arlington, VA 22209. Its telephone number is (202) 654-7060. After the consummation of the business combination, Capitol’s principal executive office will be that of Nesco.

Intermediate Holdings

Capitol Intermediate Holdings, LLC is a wholly-owned subsidiary of Capitol formed solely for the purpose of effectuating the Mergers described herein. Intermediate Holdings was formed under the laws of Delaware as a limited liability company on March 19, 2019. Intermediate Holdings owns no material assets and does not operate any business.

The mailing address of Intermediate Holdings’ principal executive office is 1300 17th Street, Suite 820, Arlington, VA 22209. Its telephone number is (202) 654-7060. After the consummation of the business combination, its principal executive office will be that of Nesco.

Merger Sub

Capitol Investment Merger Sub 1, LLC is a wholly-owned subsidiary of Capitol formed solely for the purpose of effectuating the Mergers described herein. Merger Sub was formed under the laws of Delaware as a limited liability company on March 18, 2019. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 1300 17th Street, Suite 820, Arlington, VA 22209. Its telephone number is (202) 654-7060. After the consummation of the business combination, it will cease to exist.

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New HoldCo

Capitol Investment Merger Sub 2, LLC is a wholly-owned subsidiary of Capitol formed solely for the purpose of effectuating the Mergers described herein. New HoldCo was formed under the laws of Delaware as a limited liability company on March 18, 2019. New HoldCo owns no material assets and does not operate any business.

The mailing address of New HoldCo’s principal executive office is 1300 17th Street, Suite 820, Arlington, VA 22209. Its telephone number is (202) 654-7060. After the consummation of the business combination, its principal executive office will be that of Nesco.

Nesco

Nesco, with its consolidated subsidiaries, is one of the largest specialty equipment rental providers to the growing T&D, telecom and rail industries in North America. Nesco’s specialized equipment is required for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco is a holding company with no operations of its own, and its business operations are conducted entirely through its indirect, wholly-owned subsidiary, Nesco, LLC.

Nesco is a Delaware corporation that was incorporated on December 18, 2013 and commenced operations in February 2014.

The mailing address of Nesco’s principal executive office is 6714 Pointe Inverness Way, Suite 220, Fort Wayne, IN 45894 and its telephone number is (800) 252-0043.

Nesco Owner

NESCO Holdings, LP, a Delaware limited partnership formed for the purpose of owning and acquiring Nesco through a series of transactions. Nesco Owner was formed in Delaware on January 23, 2014.

The mailing address of Nesco Owner is 6714 Pointe Inverness Way, Suite 220, Fort Wayne, IN 45894. Its telephone number is (800) 252-0043. Immediately after the closing of the Transactions, assuming no Capitol shareholders elect to redeem their shares for cash, Nesco Owner and certain members of current Nesco management will own approximately 26.6% of Capitol’s outstanding common stock, making Nesco Owner and current Nesco management the single largest shareholder of Capitol.

Emerging Growth Company

Capitol is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, Capitol is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Capitol has elected to take advantage of such extended transition period.

Capitol could remain an emerging growth company until the last day of its fiscal year following August 21, 2022 (the fifth anniversary of the consummation of Capitol’s initial public offering). However, if Capitol’s non-convertible debt issued within a three-year period or its total revenues exceed $1 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Capitol would cease to be an emerging growth company as of the following fiscal year.

The Business Combination Proposals

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between Capitol and Nesco will be effected following the Domestication (whereby Capitol will become a Delaware corporation) through the Initial Merger, whereby Merger Sub will merge with and into Nesco with Nesco surviving as a wholly-owned subsidiary of Capitol, followed by the Subsequent Merger, whereby Nesco will merge with and into New HoldCo, with New HoldCo, a limited liability company, surviving as an indirect wholly-owned subsidiary of Capitol.

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Organizational Structure

The following diagram illustrates the organizational structure of Capitol and Nesco immediately prior to the Transactions:

The following diagram illustrates the structure of Capitol immediately following the Transactions:

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Consideration to Nesco Owner

Pursuant to the Merger Agreement, Nesco Owner will receive (i) $75,000,000 of cash (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), (ii) 17,464,235 shares of common stock, and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner will also have the right to receive up to 1,800,000 additional shares of common stock (subject to adjustment as described in “The Business Combination Proposals — General — Consideration to Nesco Owner”), for a period of five years following the closing of the Transactions, in increments of 900,000 shares, if the trading price of Capitol’s common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period.

Consideration to Capitol Holders

Upon consummation of the Transactions, including the Domestication, (i) each outstanding Class A ordinary share of Capitol will automatically convert into one share of common stock, (ii) the outstanding warrants to purchase ordinary shares of Capitol will automatically convert into warrants to purchase shares of common stock of Capitol, on a one-for-one basis, and (iii) the Class B ordinary shares of Capitol will automatically convert into shares of common stock on a one-for-one basis; provided that the Sponsors have agreed to forfeit a certain number of Initial Shares and Private Warrants immediately prior to the Domestication.

Pro Forma Ownership of Nesco Owner and Capitol Holders

Immediately after the closing of the Transactions, Nesco Owner and certain members of current Nesco management will hold approximately 26.6% of the issued and outstanding capital stock of Capitol while shareholders of Capitol will hold approximately 73.4% of the issued and outstanding capital stock of Capitol (assuming no holder of Capitol’s Public Shares exercises redemption rights). As a result, Nesco Owner and current Nesco management will be the single largest shareholder, as a group, of Capitol following consummation of the Transactions with no current shareholder of Capitol owning more than 10% of the issued and outstanding capital stock of Capitol.

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposals — Capitol’s Board of Directors’ Reasons for Approval of the Transactions,” Capitol’s board of directors concluded that the Transactions met all of the requirements disclosed in the prospectus for its initial public offering, including that such business had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement (excluding the deferred underwriting commissions). See the section entitled “The Business Combination Proposals — General” for more information.

Additional Matters Being Voted On

The Charter Proposals

In addition to voting on the business combination proposals, the shareholders of Capitol will vote on separate proposals to approve material differences between the constitutional documents of Capitol that will be in effect upon the closing of the Transactions (including the Domestication) and Capitol’s current amended and restated memorandum and articles of association, including: (i) the name of the public entity will be “Nesco Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”; (ii) Capitol will have 250,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares; and (iii) Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws, and such restated constitutional documents will not include the various provisions applicable only to specified purpose acquisition corporations that Capitol’s amended and restated memorandum and articles of association contain (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). The Restated Constitutional Documents are attached as Annex B to this proxy statement/prospectus. You are encouraged to read the Restated Constitutional Documents in their entirety. See the sections entitled “The Charter Proposals” and “Comparison of Corporate Governance and Shareholder Rights.”

The Director Election Proposal

The shareholders of Capitol will also vote to elect seven directors who, upon consummation of the Transactions, will be the directors of Capitol. If the nominees set forth herein are elected, Lee Jacobson and L. Dyson Dryden will be Class A directors serving until the annual meeting of stockholders to be held in 2020, Jeffrey Stoops and Rahman D’Argenio will be Class B directors serving until the annual meeting to be held in 2021 and Mark Ein, Doug Kimmelman and William Plummer will be Class C directors serving until the annual meeting to be held in 2022 and, in each case, until their successors are elected and qualified. See the section entitled “The Director Election Proposal.”

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The Incentive Plan Proposal

The proposed 2019 Plan will reserve up to 3,150,000 shares of common stock of Capitol for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide Capitol’s and its subsidiaries’ officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to Capitol’s growth and profitability, with an incentive to assist Capitol in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in Capitol. The plan is attached as Annex C to this proxy statement/prospectus. You are encouraged to read the plan in its entirety. See the section entitled “The Incentive Plan Proposal.”

The Adjournment Proposal

If Capitol is unable to consummate the business combination for any reason, Capitol’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary. See the section entitled “The Adjournment Proposal.”

Capitol Sponsors and Officers and Directors

As of May 20, 2019, the record date for the extraordinary general meeting, the Sponsors and Capitol’s officers and directors and affiliates beneficially owned and were entitled to vote an aggregate of 10,062,500 Class B ordinary shares. These individuals and entities also purchased an aggregate of 6,533,333 Private Warrants simultaneously with the consummation of Capitol’s initial public offering. The Initial Shares currently constitute 20% of Capitol’s outstanding ordinary shares.

In connection with the initial public offering, each Sponsor and officer and director agreed to vote the Initial Shares, as well as any ordinary shares acquired in the aftermarket, in favor of the business combination proposals. Each Sponsor and officer and director has also indicated that he, she or it intends to vote his, her or its shares in favor of all other proposals being presented at the extraordinary general meeting.

In connection with the initial public offering, the holders of Capitol’s Initial Shares entered into a lock-up agreement pursuant to which they agreed not to transfer the Initial Shares (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of Capitol’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) Capitol (or any successor entity) consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The Sponsors have agreed to forfeit an aggregate of 2,000,000 Initial Shares and 2,500,000 Private Warrants immediately prior to the Domestication. In addition, 2,800,000 of the Sponsors’ remaining Initial Shares will be subject to an additional lock-up, to be released to the Sponsors simultaneously with the release of the additional share consideration to the Nesco Owner upon the occurrence of certain events, described in more detail elsewhere in this proxy statement/prospectus.

Date, Time and Place of Extraordinary General Meeting of Capitol

The extraordinary general meeting of shareholders of Capitol will be held at 10:00 a.m., Eastern time, on July 16, 2019, at the offices of Graubard Miller, general counsel to Capitol, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, to consider and vote upon the business combination proposals, the charter proposals, the incentive plan proposal, the director election proposal and/or if necessary, the adjournment proposal if Capitol is not able to consummate the Transactions for any reason.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Capitol ordinary shares at the close of business on May 20, 2019, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If

13

your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Capitol warrants do not have voting rights. On the record date, there were 50,312,500 ordinary shares of Capitol entitled to vote at the extraordinary general meeting, of which 40,250,000 were held by nonaffiliated shareholders with the rest being held by the Sponsors and officers and directors of Capitol.

Quorum and Vote of Capitol Shareholders

A quorum of Capitol shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Sponsors hold 20% of the outstanding Capitol ordinary shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the Sponsors, will be voted in favor of the proposals presented at the extraordinary general meeting. The proposals presented at the extraordinary general meeting will require the following votes:

•        The Domestication requires approval of a Special Resolution while approval of the Merger Agreement and Mergers requires approval of an Ordinary Resolution.

•        Each of the charter proposals requires approval of a Special Resolution.

•        The director election proposal requires approval of an Ordinary Resolution.

•        The incentive plan proposal requires approval of an Ordinary Resolution.

•        The adjournment proposal requires approval of an Ordinary Resolution.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but will not be counted for the purposes of determining the number of votes cast at the extraordinary general meeting and will therefore have no effect on the proposals.

Consummation of the Transactions is conditioned on approval of each of the business combination proposals, each of the charter proposals, the director election proposal, and the incentive plan proposal. If any proposal is not approved and the extraordinary general meeting is not adjourned, the other proposals will not be presented to the shareholders for a vote.

Redemption Rights

Pursuant to Capitol’s amended and restated memorandum and articles of association, a holder of Public Shares may demand that Capitol redeem such shares for cash if the business combination is consummated. Holders of Public Shares will be entitled to receive cash for these shares even if they do not vote on the proposals at the extraordinary general meeting or they are not holders of record on the record date. If the business combination is not completed, no shares will be redeemed for cash. If a holder of Public Shares demands redemption, Capitol will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. As of May 20, 2019, the record date, this would amount to approximately $10.22 per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its ordinary shares of Capitol for cash and will no longer own the shares. See the section entitled “Extraordinary General Meeting of Capitol — Redemption Rights” for a detailed description of the procedures to be followed if you wish to have your shares redeemed for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares. Accordingly, all Public Shares in excess of 20% held by a public shareholder will not be redeemed for cash.

The business combination will not be consummated if Capitol has net tangible assets of less than $5,000,001 after taking into account holders of Public Shares that have properly demanded redemption of their shares for cash. This means that a substantial number of Public Shares may be redeemed and Capitol can still consummate the business combination. However, the Merger Agreement provides that Nesco is not required to consummate the Transactions

14

if immediately prior to the consummation of the Transactions, Capitol does not have at least $265 million available to it after giving effect to payment of amounts that Capitol will be required to pay to redeeming shareholders upon consummation of the Transactions. If Nesco does not waive its termination right and Capitol has less than the required amount of available cash, the Transactions will not be consummated.

Holders of Capitol warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Neither shareholders of Capitol nor holders of units or warrants of Capitol have appraisal rights in connection with the Mergers under Cayman Islands law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Capitol has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Capitol — Revoking Your Proxy.”

Interests of Capitol’s Sponsors, Directors and Officers in the Business Combination

When you consider the recommendation of Capitol’s board of directors in favor of approval of the business combination proposals, you should keep in mind that the Sponsors (who are affiliated with certain of Capitol’s officers and directors) and Capitol’s directors and executive officers have interests in such proposal that may be different from, or in addition to, your interests as a shareholder or warrantholder. These interests include, among other things:

•        If the business combination with Nesco or another business combination is not consummated by August 21, 2019 (or such later date as may be approved by Capitol’s shareholders), Capitol will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 10,062,500 Initial Shares held by Capitol’s Sponsors, directors, officers and affiliates, which were acquired for an aggregate purchase price of $25,000 prior to Capitol’s initial public offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $103,442,500 based upon the closing price of $10.28 per share on NYSE on May 20, 2019, the record date.

•        Capitol’s Sponsors, directors and officers purchased an aggregate of 6,533,333 Private Warrants from Capitol for an aggregate purchase price of approximately $9,800,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds Capitol received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $10,257,333 based upon the closing price of $1.57 per warrant on NYSE on May 20, 2019, the record date. The Private Warrants will become worthless if Capitol does not consummate a business combination by August 21, 2019 (or such later date as may be approved by Capitol shareholders in an amendment to its amended and restated memorandum and articles of association).

•        The transactions contemplated by the Merger Agreement provide that Mark D. Ein and L. Dyson Dryden will be directors of Capitol after the closing of the Transactions (assuming they are elected at the extraordinary general meeting as described in this proxy statement/prospectus). As such, in the future each will receive any cash fees, stock options or stock awards that the Capitol board of directors determines to pay to its non-executive directors.

•        If Capitol is unable to complete a business combination within the required time period, Mark D. Ein and L. Dyson Dryden will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Capitol for services rendered or contracted for or products sold to Capitol. If Capitol consummates a business combination, on the other hand, Capitol will be liable for all such claims.

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•        Capitol’s Sponsors, officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Capitol’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Capitol fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Capitol may not be able to reimburse these expenses if the business combination with Nesco or another business combination, is not completed by August 21, 2019 (or such later date as may be approved by Capitol shareholders in an amendment to its amended and restated memorandum and articles of association). As of the date of this proxy statement/prospectus, Capitol’s Sponsors, officers, directors and their affiliates had not incurred any unpaid reimbursable expenses but may do so prior to the extraordinary general meeting.

•        The Merger Agreement provides for the continued indemnification of Capitol’s current directors and officers and the continuation of directors and officers liability insurance covering Capitol’s current directors and officers.

•        Since its inception, Capitol’s officers and directors (or their affiliates) have made loans from time to time to Capitol to fund certain capital requirements. As of the date of this proxy statement/prospectus, an aggregate of $950,000 principal amount of these loans are outstanding. These loans are convertible, at the option of the lenders, into warrants of Capitol at a price of $1.50 per warrant on the closing of the Transactions (subject to compliance with the terms of the Merger Agreement which restricts Capitol’s ability to convert such loans to warrants except in certain cases). If the business combination is not consummated, the notes will not be converted or repaid and will be forgiven except to the extent there are funds available to Capitol outside of the trust account.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Capitol or its securities, the Sponsors, Capitol’s officers and directors, Nesco or Nesco’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposals, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Capitol’s ordinary shares or vote their shares in favor of the business combination proposals. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of two-thirds of the shares entitled to vote at the extraordinary general meeting to approve the business combination proposals vote in its favor and to reduce the number of redemptions such that Capitol has in excess of the required amount to consummate the business combination under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Capitol initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Capitol’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposals and other proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Capitol will have in excess of the required amount of cash available to consummate the business combination as described above.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into. Capitol will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposals or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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Recommendation to Shareholders

Capitol’s board of directors believes that the business combination proposals and the other proposals to be presented at the extraordinary general meeting are fair to and in the best interest of Capitol and its shareholders and unanimously recommends that its shareholders vote “FOR” each of the business combination proposals, “FOR” each of the charter proposals, “FOR the director election proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the Capitol shareholders approving the proposals by the required vote, and Capitol having at least $5,000,001 of net tangible assets after giving effect to all holders of Public Shares that properly demand redemption of their shares into cash.

In addition, the consummation of the Transactions is conditioned upon, among other things, (i) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions shall be in force; (ii) all necessary permits, approvals, clearances, and consents of or filings with any governmental authorities shall have been obtained or made, as applicable, and the completion of necessary proceedings; and (iii) the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act no stop order shall have been issued by the SEC which remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

Nesco’s and Nesco Owner’s Conditions to Closing

The obligations of Nesco and Nesco Owner to consummate the Transactions also are conditioned upon, among other things:

•        the accuracy of the representations and warranties of Capitol, Merger Sub, Intermediate Holdings and New HoldCo (subject to certain bring-down standards);

•        performance of the covenants of Acquiror, Merger Sub, Intermediate Holdings and New HoldCo to be performed as of or prior to the closing;

•        Capitol filing a certificate of incorporation with the Secretary of State of the State of Delaware and adopting bylaws, each in such substantially the form as may be agreed by the parties attached to the Merger Agreement;

•        Capitol executing the Registration Rights Agreement;

•        Capitol executing the Stockholders’ Agreement;

•        the covenants of each Sponsor contained in the Sponsor Support Agreement having been performed in all material respects;

•        the Capitol common stock to be issued pursuant to the Merger Agreement shall have been approved for listing on a national securities exchange; and

•        the amount of cash available to be Capitol shall not be less than $265 million after giving effect to payment of amounts that Capitol will be required to pay to redeeming shareholders upon consummation of the business combination.

Capitol’s, Merger Sub’s, Intermediate Holdings’ and New HoldCo’s Conditions to Closing

The obligations of Capitol, Merger Sub, Intermediate Holdings and New HoldCo to consummate the Transactions are also conditioned upon, among other things:

•        the accuracy of the representations and warranties of Nesco and Nesco Owner (subject to certain bring-down standards);

17

•        performance of the covenants of Nesco and the Nesco Owner to be performed as of or prior to the closing;

•        Nesco Owner executing the Registration Rights Agreement;

•        Nesco Owner executing the Stockholders’ Agreement;

•        delivery of a certification of non-foreign status to Capitol;

•        Receipt of the requisite approval of Capitol’s shareholders; and

•        the funding of the Debt Financing in accordance with the Debt Commitment Letter.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

•        by mutual written consent of Capitol and Nesco;

•        by either Capitol or Nesco if the transactions are not consummated on or before the later of (x) August 21, 2019 or (y) if Capitol’s shareholders approve a later date for completion of a business combination, October 7, 2019;

•        by either Capitol or Nesco if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable;

•        by either Capitol or Nesco if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in breach; or

•        by either Capitol or Nesco if, at the Capitol shareholder meeting, the Transactions shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting).

Tax Consequences of the Business Combination

For a description of the material United States federal income tax considerations regarding the Domestication, the exercise of redemption rights and the Mergers, please see the information set forth in “The Business Combination Proposals — U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment

The Mergers will be accounted for as a reverse merger, in accordance with U.S. GAAP. Under this method of accounting, Capitol will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Nesco Owner being expected to have the largest minority interest of the combined company, Nesco Owner being represented on the Board of Directors of the combined company by up to three members in addition to the CEO of Nesco, Nesco’s senior management comprising the senior management of the combined company, the relative size of Nesco compared to Capitol, and Nesco’s operations comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Nesco issuing stock for the net assets of Capitol. The net assets of Capitol will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Nesco.

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware and the Cayman Islands necessary to effectuate the Transactions and the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act.

Risk Factors

In evaluating the proposals to be presented at the extraordinary general meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

Capitol is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the merger.

Capitol’s consolidated balance sheet data as of March 31, 2019 and consolidated statement of operations data for the three months ended March 31, 2019 are derived from Capitol’s unaudited consolidated financial statements, included elsewhere in this proxy statement/prospectus.

Capitol’s balance sheet data as of December 31, 2018 and December 31, 2017 and statement of operations data for the year ended December 31, 2018 and for the period from May 1, 2017 (inception) through December 31, 2017 are derived from Capitol’s audited financial statements, audited by Marcum LLP, independent registered public accountants, included elsewhere in this proxy statement/prospectus.

Nesco’s consolidated balance sheet data as of March 31, 2019 and consolidated statement of operations data and consolidated statement of cash flows data for the three months ended March 31, 2019 and 2018 are derived from Nesco’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Nesco’s consolidated balance sheet data as of December 31, 2018 and 2017 and consolidated statement of operations data and consolidated statement of cash flows data for the years ended December 31, 2018, 2017 and 2016 are derived from Nesco’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The consolidated balance sheet data as of December 31, 2016 are derived from Nesco’s 2016 audited consolidated financial statements not included in the proxy statement/prospectus.

The information is only a summary and should be read in conjunction with each of Capitol and Nesco’s consolidated financial statements and related notes and “Other Information Related to Capitol — Capitol’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Nesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Nesco or Capitol. All amounts are in US dollars.

Selected Historical Financial Information — Capitol

Income Statement Data:

 

For the three months ended
March 31, 2019

 

For the three months ended
March 31, 2018

 

For the year
ended
December 31,
2018

 

Period from
May 1, 2017
(inception)
through
December 31,
2017

Revenue

 

$

 

 

$

 

 

$

 

 

$

 

Loss from operations

 

 

(536,154

)

 

 

(413,244

)

 

 

(1,553,651

)

 

 

(777,471

)

Interest income

 

 

2,274,691

 

 

 

1,367,437

 

 

 

6,684,245

 

 

 

 

Unrealized gain on marketable securities held in Trust Account

 

 

24,491

 

 

 

1,181

 

 

 

43,373

 

 

 

 

Net income (loss) attributable to common shareholders

 

 

1,763,028

 

 

 

955,374

 

 

 

5,173,967

 

 

 

(777,471

)

Basic and diluted net income (loss) per share

 

 

(0.04

)

 

 

0.03

 

 

 

0.02

 

 

 

     (0.07

)

Weighted average shares outstanding excluding shares subject to possible redemption – basic and diluted

 

 

11,909,851

 

 

 

11,928,013

 

 

 

11,932,714

 

 

 

10,433,838

 

Balance Sheet Data:

 

As of
March 31, 2019

 

As of
December 31,
2018

 

As of
December 31,
2017

Working capital

 

$

592,567

 

$

378,721

 

$

432,372

Trust account, restricted

 

 

410,026,800

 

 

407,727,618

 

 

402,500,000

Total assets

 

 

410,796,340

 

 

408,197,214

 

 

403,108,840

Total liabilities

 

 

15,014,473

 

 

14,178,375

 

 

14,263,968

Value of common stock which may be redeemed for cash

 

 

390,781,863

 

 

389,018,834

 

 

383,844,870

Stockholders’equity

 

 

5,000,004

 

 

5,000,005

 

 

5,000,002

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Selected Historical Financial Information — Nesco

(In thousands)

 

Three Months Ended
March 31,

 

Year Ended
December 31,

   

2019

 

2018

 

2018

 

2017

 

2016

Statement of Operations Data:

                   

Revenue

 

$

61,492

 

 

 

57,685

 

 

$

246,297

 

 

$

203,767

 

 

$

187,098

 

Cost of revenue

 

 

41,140

 

 

 

37,568

 

 

 

164,679

 

 

 

146,022

 

 

 

157,512

 

Gross profit

 

 

20,352

 

 

 

20,117

 

 

 

81,618

 

 

 

57,745

 

 

 

29,586

 

Operating expenses

 

 

11,662

 

 

 

9,190

 

 

 

38,454

 

 

 

34,257

 

 

 

28,274

 

Operating income

 

 

8,690

 

 

 

10,927

 

 

 

43,164

 

 

 

23,488

 

 

 

1,312

 

Interest expense

 

 

14,993

 

 

 

13,384

 

 

 

56,698

 

 

 

53,710

 

 

 

48,203

 

Other (income) expense

 

 

(13

)

 

 

316

 

 

 

287

 

 

 

366

 

 

 

(192

)

Loss before income taxes

 

 

(6,290

)

 

 

(2,773)

 

 

 

(13,821

)

 

 

(30,588

)

 

 

(46,699

)

Income tax expense (benefit)

 

 

434

 

 

 

261

 

 

 

1,705

 

 

 

(3,493

)

 

 

     1,328

 

Net loss

 

$

(6,724

)

 

$

(3,034

)

 

$

(15,526

)

 

$

(27,095

)

 

$

(48,027

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

3,905

 

 

$

(2,705

)

 

$

41,040

 

 

$

17,219

 

 

$

18,118

 

Investing activities

 

 

(6,935

)

 

 

1,056

 

 

 

(27,438

)

 

 

(21,366

)

 

 

(11,154

)

Financing activities

 

 

4,671

 

 

 

873

 

 

 

(12,422

)

 

 

3,783

 

 

 

8,497

 

 

As of
March 31,
2019

 


As of December 31,

2018

 

2017

 

2016

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

3,781

 

 

$

2,140

 

 

$

960

 

 

$

1,324

 

Total assets

 

 

699,434

 

 

 

691,556

 

 

 

697,506

 

 

 

695,819

 

Total liabilities

 

 

864,698

 

 

 

850,312

 

 

 

841,470

 

 

 

813,789

 

Total stockholder’s deficit

 

 

(165,264

)

 

 

(158,756

)

 

 

(143,964

)

 

 

(117,970

)

20

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma combined balance sheet as of March 31, 2019 combines the unaudited historical consolidated balance sheet of Nesco as of March 31, 2019 with the unaudited historical consolidated balance sheet of Capitol as of March 31, 2019, giving effect to the Transactions as if they had been consummated as of that date.

The following selected unaudited pro forma combined statement of operations for the three months ended March 31, 2019 combines the unaudited historical consolidated statement of operations of Nesco for the three months ended March 31, 2019 with the unaudited historical consolidated statement of operations of Capitol for the three months ended March 31, 2019, giving effect to the Transactions as if they had occurred on January 1, 2018.

The following selected unaudited pro forma combined income statement for the year ended December 31, 2018 combines the audited historical consolidated statement of operations of Nesco for the year ended December 31, 2018 with the audited historical statement of operations of Capitol for the year ended December 31, 2018, giving effect to the Transactions as if they had occurred on January 1, 2018.

The historical financial information of Nesco was derived from the following:

•        The unaudited consolidated financial statements of Nesco as of and for the three months ended March 31, 2019 included elsewhere in this proxy statement/prospectus.

•        The audited consolidated financial statements of Nesco as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 included elsewhere in this proxy statement/prospectus.

The historical financial information of Capitol was derived from the following:

•        The unaudited consolidated financial statements of Capitol as of and for the three months ended March 31, 2019 included elsewhere in this proxy statement/prospectus

•        The audited financial statements of Capitol as of December 31, 2018 and December 31, 2017 and for the year ended December 31, 2018 and for the period from May 1, 2017 (inception) through December 31, 2017 included elsewhere in this proxy statement/prospectus.

This information should be read together with Nesco’s and Capitol’s audited and unaudited financial statements and related notes, “Nesco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Other Information Related to Capitol — Capitol’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Transactions, are factually supportable, and as it relates to the unaudited pro forma combined statement of operations, are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transactions.

The selected unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Nesco and Capitol have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to Intermediate Holdings, Merger Sub or New HoldCo, and accordingly, no adjustments were required with respect to these entities in the selected pro forma combined financial statements.

The selected unaudited pro forma combined financial information has been prepared assuming two alternative levels of redemption into cash of Capitol’s ordinary shares:

•        Scenario 1 — Assuming no redemptions for cash: This presentation assumes that no Capitol shareholders exercise redemption rights with respect to their Public Shares upon consummation of the Transactions; and

21

•        Scenario 2 — Assuming redemptions of 14,310,769 Public Shares of Capitol for cash: This presentation assumes that Capitol shareholders exercise their redemption rights with respect to a maximum of 14,310,769 Public Shares upon consummation of the Transactions at a redemption price of approximately $10.19 per share. The maximum redemption amount is derived from a minimum of $265,000,000 of cash required from Capitol pursuant to the Merger Agreement, after giving effect to the payments to redeeming shareholders.

Selected Unaudited Pro Forma Financial Information

(dollars in thousands except per share amounts)

 

Nesco

 

Capitol

 

Pro Forma
Combined
Assuming No

Conversions
into Cash

 

Pro Forma
Combined
Assuming
Maximum
Conversions
into Cash

Statement of Operations Data – Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

61,492

 

 

$

 

 

$

61,492

 

 

$

61,492

 

Operating expenses

 

$

11,662

 

 

$

536

 

 

$

9,638

 

 

$

9,638

 

Operating income (loss)

 

$

8,690

 

 

$

(536

)

 

$

10,714

 

 

$

10,714

 

Net income (loss)

 

$

(6,724

)

 

$

1,763

 

 

$

(520

)

 

$

(1,769

)

Net loss per common share – basic and diluted

 

 

 

 

 

$

(0.04

)

 

$

(0.01

)

 

$

(0.03

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations Data – Year Ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

246,297

 

 

$

 

 

$

246,297

 

 

$

246,297

 

Operating expenses

 

$

38,454

 

 

$

1,554

 

 

$

40,008

 

 

$

40,008

 

Operating income (loss)

 

$

43,164

 

 

$

(1,554

)

 

$

41,610

 

 

$

41,610

 

Net income (loss)

 

$

(15,526

)

 

$

5,173

 

 

$

(6,678

)

 

$

(11,564

)

Net income (loss) per common share – basic and diluted

 

 

 

 

 

$

0.02

 

 

$

(0.10

)

 

$

(0.20

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data – As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

$

74,806

 

 

$

769

 

 

$

74,818

 

 

$

74,818

 

Total assets

 

$

699,434

 

 

$

410,796

 

 

$

699,446

 

 

$

699,446

 

Total current liabilities

 

$

62,449

 

 

$

177

 

 

$

60,116

 

 

$