Exhibit 99.3
INNOVATE CORP.
FORM OF LETTER TO BROKERS, DEALERS, BANKS, AND OTHER NOMINEES
Subscription Rights to Purchase Shares of Common Stock
Offered Pursuant to Subscription Rights
Distributed to Stockholders
of INNOVATE Corp.
March 8, 2024
To Brokers, Dealers, Banks, and Other Nominees:
This letter is being distributed to brokers, dealers, banks, and other nominees in connection with the rights offering (the “Rights Offering”) by INNOVATE Corp., a Delaware corporation (the “Company”), of shares of its Common Stock, par value $0.001 per share (the “Common Stock”) and shares of its Series A-3 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-3 Preferred Stock”), and Series A-4 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-4 Preferred Stock” and, together with the Series A-3 Preferred Stock, the “Preferred Stock”), and (ii) to holders (“Noteholders” and, together with the Record Holders, the “Rights Holders”) of the 7.5% Convertible Senior Notes due 2026 pursuant to that certain Indenture, dated as of February 1, 2021 between HC2 Holdings, Inc., (nka INNOVATE Corp.) and U.S. Bank National Association, as Trustee (the “2026 Convertible Notes”), that are entitled to participate in dividend distributions to holders of the Common Stock, as of 5:00 p.m., New York City time, on March 6, 2024 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock. The Rights are described in the Company’s Base Prospectus, dated October 6, 2023 (the “Base Prospectus”), and the Prospectus Supplement, dated March 8, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).
In the Rights Offering, the Company is offering up to an aggregate of $19.0 million of its Common Stock pursuant to the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on March 8, 2024 and ends at 5:00 p.m., New York City time, on March 25, 2024, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Date”).
As described in the Prospectus, each beneficial owner of shares of Common Stock and Preferred Stock, and each Noteholder, is entitled to one Right for each share of Common Stock and each share of Preferred Stock, on an as-converted basis, owned by such beneficial owner on the Record Date, evidenced by transferable Rights certificates (the “Rights Certificates”) registered in the Rights Holder’s name or the name of its nominee. Each Right allows the holder thereof to subscribe (the “Basic Subscription Privilege”) at the cash price of $0.70 per share (the “Subscription Price”) for 0.2858 shares of Common Stock.
Rights may only be exercised in aggregate for whole numbers of shares of Common Stock; no fractional Rights or cash in lieu thereof will be issued or paid. Instead, the number of Rights distributed will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that if all Rights are exercised, the gross proceeds to the Company from the Rights Offering will equal $19.0 million. Rights may only be exercised in aggregate for whole numbers of shares of the Common Stock; no fractional shares of the Common Stock will be issued in the Rights Offering. Any fractional shares of the Common Stock created by the exercise of the Rights will be rounded down to the nearest whole share. A minimum of four Rights will be required to purchase one share of Common Stock. Stockholders who are entitled to receive less than four Rights on a pro rata basis will be distributed four Rights in the Rights Offering. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering, in the manner in which made, without interest or deduction.