May 8, 2019
L. Dyson Dryden
President, Chief Financial Officer
Capitol Investment Corp. IV
1300 17th Street, Suite 820
Arlington, VA 22209
Re: Capitol Investment Corp. IV
Registration Statement on Form S-4
Filed April 11, 2019
File No. 333-230817
Dear Mr. Dryden:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed April 11, 2019
General, page i
1. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any
"derivative
action." Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a court
would enforce such
L. Dyson Dryden
FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
Comapany NameCapitol Investment Corp. IV
May 8, 2019
May 8, 2019 Page 2
Page 2
FirstName LastName
provision and that stockholders will not be deemed to have waived the
company's
compliance with the federal securities laws and the rules and
regulations thereunder. If
this provision does not apply to actions arising under the Securities
Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly.
2. We note that you have an exclusive forum provision in your bylaws that
identifies the
Court of Chancery of the State of Delaware (or, in the event that the
Chancery Court does
not have jurisdiction, the federal district court for the District of
Delaware or other state
courts of the State of Delaware) and a separate exclusive forum
provision in your
certificate of incorporation that identifies Court of Chancery of the
State of Delaware as
the exclusive forum. Please discuss how the exclusive forum provision
in your bylaws is
intended to operate given the exclusive forum provision in your
certificate of
incorporation. Please ensure that your disclosures are consistent with
your exclusive
forum provisions.
3. Please confirm that the newly created Delaware entity will: (i) file a
post-effective
amendment to this registration statement expressly adopting the such
statements as its
own registration statement for all purposes of the Securities Act of
1933 and the Securities
Exchange Act of 1934 and (ii) such amendment will become effective
before securities
governed by Delaware law are exchanged for securities governed by
Cayman law. Refer
generally to Securities Act Rule 414 and Securities Act Rules C&D
611.03
Comparative Per Share Data, page 22
4. Please disclose, if true, that separate equivalent pro forma per share
data amounts have not
been presented given that there is a 1 to 1 share exchange ratio
between Nesco and
Capitol.
Anticipated Accounting Treatment, page 66
5. You have determined that the merger between the Capitol and Nesco
entities will be
accounted for as a reverse merger with Nesco being the accounting
acquirer. Please help
us better understand how you made this determination pursuant to ASC
805-10-55-5 as
well as ASC 805-10-55-11 through 55-15. Please specifically address
your consideration
of the following as part of your response:
Please address the relative voting rights in the combined entity
after the business
combination. Assuming no Capitol shareholders elect to redeem
their shares for cash,
Nesco shareholders will own only 26.6% of the outstanding shares
of Capitol
compared to Capitol shareholders owning 73.4%. If 14,135,936
ordinary shares are
redeemed for cash, which assumes the maximum redemption of
Capitol's shares,
Nesco shareholders will own 42.2% and Capitol shareholders will
own 57.8% of the
Capitol shares. Please also address your consideration of
outstanding warrants. Refer
to ASC 805-10-55-12(a); and
L. Dyson Dryden
FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
Comapany NameCapitol Investment Corp. IV
May 8, 2019
May 8, 2019 Page 3
Page 3
FirstName LastName
Please address your consideration of the composition of the board
of directors. Your
disclosures on page 88 indicate that Nesco may designate only two
of the seven board
of directors. If Nesco beneficially owns 35% or more of the issued
and outstanding
shares, than Nesco will have the right to designate only three of
the eight board of
directors. Refer to ASC 805-10-55-12(c).
Description of the Transactions, page 74
6. Please expand your disclosures to address the following:
In connection with the Domestication and merger, you disclose the
outstanding Class
A and Class B ordinary shares of common stock of Capitol will be
converted into
shares of common stock of Capitol. Please disclose the exchange
ratio for this
conversion, the terms related to the conversion of the outstanding
warrants of Capitol
and address your consideration of any accounting impact of these
exchanges;
Assuming redemptions of 14,135,936 public shares of Capital for
cash, an additional
7.5 million ordinary shares will be issued to Nesco shareholders.
Please clarify how
the additional number of ordinary shares to be issued will be
determined if there are
redemptions;
Please disclose the significant terms of the new revolving credit
facility and bridge
loans that are expected to be entered into per the Debt Commitment
Letter, including
the interest rates they are subject to and maturity dates;
We note that the Nesco Owner will also have the right to receive up
to 1.8 million
additional shares of common stock. Please disclose the specific
terms of this
additional consideration and the potential impact of issuing this
additional
consideration on your financial statements; and
Based on disclosures on page F-45, Nesco appears to have outstanding
phantom units
and NHLP Class B units. Please disclose the impact to these units
in the merger
transaction.
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 77
7. For adjustment (2), please better clarify in the notes how you
determined the estimated
amount that would be drawn under the revolving credit facility under
both scenarios.
8. Pursuant to Rule 11-02(b)(5) of Regulation S-X, please separately
disclose any material
nonrecurring charges or credits and related tax effects which result
directly from the
transactions and which will be included in income within the 12 months
succeeding the
transactions. Please also clearly indicate that such charges or
credits were not considered
in the pro forma statement of operations. For example, it appears that
part of adjustment
(3) relates to the write-off of certain deferred financing costs
associated with the
repayment of long-term debt. In addition, adjustment (5) appears to be
related to
underwriting fees and as well as other expenses expected to be
incurred related to the
transactions.
L. Dyson Dryden
FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
Comapany NameCapitol Investment Corp. IV
May 8, 2019
Page 4
May 8, 2019 Page 4
FirstName LastName
9. Given that your description of the transactions indicate that all
Class A ordinary shares
will be automatically converted into shares of common stock, please
advise why the pro
forma balance sheet shows an ending amount for Class A ordinary shares
and no amounts
for common stock. Alternatively, please revise your presentation.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page
79
10. For adjustment (3), please expand your note to clearly show how you
arrived at the pro
forma interest adjustment amounts, including the amount of debt and
corresponding
interest rate. Please refer to Article 11-02(b)(6) of Regulation S-X.
Please also disclose
the basis for using different interest rates under the two scenarios.
General
Financial Statements, page F-1
11. Please update your financial statements and corresponding financial
information included
to comply with Rule 3-12 of Regulation S-X.
Financial Statements of NESCO Holdings I, Inc. and Subsidiaries
Shipping and Handling Costs, page F-30
12. You classify shipping and handling fees billed to customers as rental
revenues. Please tell
us for each revenue stream (e.g. shipping related to equipment and
parts sales and
shipping related to rentals) how you account for these shipping and
handling fees billed to
the customer and the associated shipping costs, quantify the amount of
shipping revenue
and costs recorded each period presented and tell us how you
consideres ASC 606-10-32-
2 when determining that presenting these revenues as rental revenues
is appropriate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
L. Dyson Dryden
Capitol Investment Corp. IV
May 8, 2019
Page 5
You may contact Nudrat Salik, Staff Accountant, at (202) 551-3692 or
Melissa Rocha,
Senior Assistant Chief Accountant, at (202) 551-3854 if you have questions
regarding comments
on the financial statements and related matters. Please contact Sherry Haywood,
Staff
Attorney, at (202) 551-3345 or Jay Ingram, Legal Branch Chief, at (202)
551-3397 with any
other questions.
Sincerely,
FirstName LastNameL. Dyson Dryden
Division of
Corporation Finance
Comapany NameCapitol Investment Corp. IV
Office of
Manufacturing and
May 8, 2019 Page 5 Construction
FirstName LastName