Business Context and Reporting Period
Company: Custom Truck One Source, Inc. (CTOS)
Filing Type: Form 8-K (Current Report)
Date of Report: April 14, 2023
Reporting Period: Event date April 14, 2023
The filing reports the entry into a material definitive agreement regarding corporate governance and shareholder structure. The Company is incorporated in Delaware and trades on the New York Stock Exchange under the symbols CTOS and CTOS.WS.
Key Financial Metrics
This filing does not contain financial performance data. The document is a current report regarding a corporate agreement and does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the execution of a Second Amended and Restated Stockholders' Agreement on April 14, 2023. Key provisions include:
- Shareholder Updates: Removal of The Blackstone Group and its affiliates as stockholders of the Company.
- Board Voting Rights: Clarifications regarding the number of votes entitled to each member of the Board of Directors.
- Parties Involved: The agreement involves the Company, affiliates of Platinum Equity Advisors, LLC, Energy Capital Partners, LLC, Capitol Acquisition Management IV LLC, Capitol Acquisition Founder IV LLC, and certain other stockholders.
Outlook, Risks, and Contingencies
Effectiveness Condition: The Second Amended and Restated Stockholders' Agreement will not become effective until the Third Amended and Restated Certificate of Incorporation is filed with the Secretary of State of Delaware. This filing is contingent upon approval by the Company's stockholders at the 2023 Annual Meeting of Stockholders scheduled for June 15, 2023.
Management Commentary: The filing states the description of the agreement is not complete and refers investors to the full text filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the outcome of the stockholder vote at the 2023 Annual Meeting on June 15, 2023, to confirm the effectiveness of the new Stockholders' Agreement.
- Review the full text of the Second Amended and Restated Stockholders' Agreement (Exhibit 10.1) for specific details on voting rights and governance changes.
- Confirm the updated composition of the Board of Directors following the removal of Blackstone affiliates.