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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

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(Name of registrant as specified in its charter)

PERCY ROCKDALE LLC

RIO ROYAL LLC

MG CAPITAL MANAGEMENT LTD.

GEORGE BROKAW

KENNETH COURTIS

MICHAEL GORZYNSKI

ROBIN GREENWOOD

LIESL HICKEY

 (Name of person(s) filing proxy statement, if other than the registrant)

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MG Capital Management Ltd., together with the other participants named herein (collectively, “MG Capital”), has filed with the Securities and Exchange Commission a definitive consent statement and an accompanying consent card to be used to solicit votes for the election of its slate of director nominees for the Board of Directors of HC2 Holdings, Inc., a Delaware corporation (the “Issuer”).

On late April 23, 2020, MG Capital and its affiliates issued the attached press release.

Leading Proxy Advisory Firm Supports Removing CEO Philip Falcone From HC2’s Board and Expresses Concern Regarding Whether He Should Run the Company Moving Forward

Recommends the Removal of Three of Five Legacy Directors From the Board: Philip Falcone, Robert Leffler and Wayne Barr

Endorses Addition of MG Capital Nominees George Brokaw, Kenneth Courtis and Jay Newman by Voting the GREEN Consent Card

Says Stockholders Would be “Best Served” to Provide MG Capital’s Nominees “a Substantial Presence on the Board”

 MG Capital Urges Stockholders Seeking a Path to Superior Value Creation to Consent on the GREEN Card FOR Its Six World-Class Nominees

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Michael Gorzynski, MG Capital’s founder and managing partner, commented:

“We are pleased that ISS supports our case for change at HC2 and recommends stockholders vote on the GREEN consent card to remove more than half of the legacy directors and replace them with our superior nominees: George Brokaw, Kenneth Courtis, and Jay Newman. ISS is in full agreement with MG Capital when it comes to the serious near-term risks posed by HC2’s excessive holding company debt, chronic mismanagement, and dismal track record of underperformance. Notably, ISS also validated our well-documented concerns about the current Board, especially Philip Falcone given his demonstrated inability to effectively run HC2.

However, we strongly disagree with ISS’ self-acknowledged ‘conservative approach’ that ‘may forsake some urgency’ with respect to the wholesale change needed at HC2. We believe ISS erred in not recommending that stockholders vote for all six of our highly-qualified and independent director nominees, particularly given ISS recognized the valuable skills and perspectives that our slate possesses. Indeed, ISS acknowledged that ‘[s]ome shareholders may well opt for greater urgency by electing the full dissident slate…’. In light of these comments, we also find ISS’ speculation regarding MG Capital’s prospective ‘exit point’ from HC2 to be completely misinformed.  After all, we are running a full slate of highly-reputable and accomplished director nominees who have articulated a long-term strategy that we intend to execute on at HC2.

If elected to the Board, stockholders can trust that our world-class nominees will work to reverse HC2’s value-destructive trajectory and bring about the wholesale leadership changes the Company desperately needs. Our nominees have developed a comprehensive plan for delivering significant stockholder value through the elimination of corporate waste, a systematic reduction of debt, and an optimization of HC2’s portfolio around ‘crown jewel’ assets. Now is not the time to double-down on the current Board and gamble on another year of Mr. Falcone stewarding our capital, especially with roughly $400 million in holding company debt maturing in 2021. We are offering a practical path to a better HC2.”

Any statements contained herein that do not describe historical facts, including future operations, are neither promises nor guarantees and may constitute “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. There is no assurance or guarantee with respect to the prices at which any securities of the Issuer will trade, and such securities may not trade at prices that are stated, estimated or implied herein. Any such forward-looking statements contained herein are based on current assumptions, estimates and expectations, but are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that may cause actual results to differ materially from expectations. Numerous factors could cause actual future results to differ materially from current expectations expressed or implied by such forward-looking statements, including the risks and other risk factors detailed in various publicly available documents filed by the Issuer from time to time with the Securities and Exchange Commission (SEC), which are available at www.sec.gov, including but not limited to, such information appearing under the caption “Risk Factors” in Issuer’s Annual Report on Form 10-K filed with the SEC on March 16, 2020. Any forward-looking statements should be considered in light of those risk factors. MG Capital cautions readers not to rely on any such forward-looking statements, which speak only as of the date they are made. MG Capital disclaims any intent or obligation to publicly update or revise any such forward-looking statements to reflect any change in Issuer expectations or future events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results may differ from those set forth in such forward-looking statements.

For Investors:

Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com


For Media:

Profile
Greg Marose / Charlotte Kiaie, 347-343-2999

gmarose@profileadvisors.com / ckiaie@profileadvisors.com