SCHEDULE 13D/A: Energy Capital Partners Funds Divest Entire Stake in Custom Truck One Source, Inc. Through Dual Share Purchase Agreements

Energy Capital Partners (ECP) and its affiliated entities have fully divested their beneficial ownership in Custom Truck One Source, Inc. through two stock purchase agreements, including a significant share repurchase by the Issuer.

Summary

• NESCO Holdings, LP and ECP Cardinal Holdings, LP, collectively referred to as the "Record Holders" and affiliated with Energy Capital Partners, have disposed of all their shares in Custom Truck One Source, Inc.
• The divestment occurred on January 30, 2025, through two separate stock purchase agreements.
• Under the Issuer Stock Purchase Agreement, the Record Holders sold an aggregate of 8,143,635 shares of Common Stock to Custom Truck One Source, Inc. (the "Issuer") at a price of $4.00 per share.
• Concurrently, under the Platinum Stock Purchase Agreement, the Record Holders sold an additional 8,143,635 shares of Common Stock to PE One Source Holdings, LLC, an investment fund affiliated with Platinum Equity, LLC, also at a price of $4.00 per share.
• As of January 30, 2025, the Reporting Persons (ECP ControlCo, LLC and its related entities) ceased to beneficially own any shares of Custom Truck One Source, Inc. Common Stock, representing 0% of the class.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed transaction (an investor's exit) and does not contain language that suggests a positive or negative outlook for the company's future performance. It is neutral in tone, simply reporting a change in beneficial ownership.

Positives

• The reporting persons (ECP entities) have successfully exited their investment in Custom Truck One Source, Inc., realizing value from their holdings.
• The Issuer's repurchase of 8,143,635 shares could be seen as a positive for remaining shareholders, potentially reducing share count and increasing earnings per share, assuming the shares are retired.

Negatives

• The exit of a significant institutional investor like Energy Capital Partners could be perceived as a loss of a major shareholder and potentially a signal of their long-term view on the company, though the reason for exit is not specified as negative.
• The share repurchase by the Issuer represents a use of company capital, which could otherwise be deployed for growth initiatives or other strategic investments.

Risks

• The document itself does not introduce new risks for Custom Truck One Source, Inc. but rather reports the cessation of beneficial ownership by the reporting persons, meaning the reporting persons are no longer exposed to the Issuer's business risks.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the future performance or strategy of Custom Truck One Source, Inc. from the perspective of the reporting persons.

Industry Context

This filing reflects a significant private equity exit from a publicly traded company. Energy Capital Partners, a firm focused on energy infrastructure, has completed its divestment from Custom Truck One Source, Inc., a provider of specialized truck and heavy equipment solutions. The transaction involves a partial share repurchase by the company itself and a sale to another private equity-affiliated entity, Platinum Equity, indicating continued private equity interest in the sector or the company.

Related Party Transactions

• The Record Holders (NESCO Holdings, LP and ECP Cardinal Holdings, LP), affiliated with Energy Capital Partners, sold 8,143,635 shares to PE One Source Holdings, LLC, an investment fund affiliated with Platinum Equity, LLC. This represents a transaction between entities with private equity affiliations.

Stakeholder Impact

• Shareholders of Custom Truck One Source, Inc. are impacted by the company's repurchase of 8,143,635 shares, which could affect the outstanding share count and potentially earnings per share.
• The exit of Energy Capital Partners as a significant shareholder changes the ownership structure and potentially the influence of large institutional investors on the company.

Next Steps

• The Reporting Persons have ceased beneficial ownership and thus have no further direct next steps regarding this specific holding in Custom Truck One Source, Inc.

Key Dates

Keywords

Schedule 13D, share disposition, stock repurchase, beneficial ownership, private equity exit, Custom Truck One Source, Energy Capital Partners, Platinum Equity, common stock, SEC filing