Forum Home Page [see Broadridge note belo


The Shareholder Forumtm

support for fair value realization

of stock investments in

DBM Global Incorporated

(f/k/a Schuff International Inc.)



Support of Minority Shareholder Interests

The Shareholder Forum had offered to support Appraised Value Rights ("AVR") of DBM (f/k/a Schuff International) minority shareholders in 2014 following a $31.50 per share tender offer by the company's controlling shareholder, HC2 Holdings, Inc., with the stated intent to proceed with a short-form merger "as soon as practicable.”

HC2 acquired DBM shares in the 2014 tender offer and other purchases bringing its total holdings to 92% of outstanding DBM shares, but has not proceeded with a merger. The Forum has continued to support the minority shareholder interests of its AVR participants in this context.



Forum distribution:

Challenger's response to HC2 management's defense arguments


The presentation referenced in the announcement below can be downloaded by clicking on the image or either of the hyperlinked references in the text, or here:

For more detailed plans and explanations of policies summarized in this announcement and its referenced presentation, particularly relating to what is characterized as HC2's "crown jewel" DBM core asset, see the 97-page April 13, 2020, MG Capital presentation: "Time For a Better Board and Vision."


Source: MG Capital Management, Ltd. (Business Wire): April 17, 2020 announcement

MG Capital Sets the Record Straight Following HC2’s Recent Efforts to Mislead Stockholders

Issues New Presentation in Response to the Latest Chapter of HC2’s Low-Road Misinformation Campaign

Encourages Stockholders to Focus on the Facts Regarding MG Capital, Our Slate, and Its Well-Received Plan

Makes Clear That Michael Gorzynski Possesses the Integrity, Pedigree, and Skills to Serve as Interim CEO and Prioritize Stockholders’ Best Interests

Reinforces the Need to Look Past the Falsehoods Perpetuated by Philip Falcone and the Incumbent Directors, Who Presided Over Immense Value Destruction For Six Years

Urges Stockholders to Vote on the GREEN Consent Card For Our Six Nominees, Who Have Exceptional Backgrounds From Their Tenures at Entities Such as Dish Network, Elliott Management, Goldman Sachs, Harvard Business School, Lazard and Third Point

A Reality Check for HC2.

April 17, 2020 08:45 PM Eastern Daylight Time

NEW YORK--(BUSINESS WIRE)--MG Capital Management, Ltd. (together with Percy Rockdale LLC, the nominating stockholder, and its affiliates, “MG Capital” or “we”), a significant stockholder of HC2 Holdings, Inc. (NYSE:HCHC) (“HC2” or the “Company”), which collectively with the other participants in its solicitation beneficially owns more than 6% of the Company’s outstanding shares, today issued a new presentation in response to the latest chapter of HC2’s low-road misinformation campaign. We invite stockholders to download and view the full presentation here.

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

“HC2 is at a critical point in its lifecycle as a public company following years of debt-fueled acquisitions, excessive corporate spending, and poor leadership under Mr. Falcone and the Board. The very individuals tasked with stewarding the Company allowed hundreds of millions of dollars in equity market value to erode, while simultaneously compensating themselves exceedingly well and amassing more than $400 million in holding company debt that matures in 2021. In recognition of HC2’s tailspin toward potential bankruptcy, we have taken the extraordinary step of running a consent solicitation to remove the Board and install a world-class group of directors that can bring a Fortune 100 mentality to a boardroom that must become the source of immediate, tangible results in the months to come.

Stockholders now face a clear choice: roll the dice on people that continuously put your capital at grave risk over the past six years or place your trust in a group of individuals with diverse expertise, demonstrated integrity, and strong pedigrees at some of the world’s top companies. Our nominees are quality people with decades of experience creating value for investors. They have spent months analyzing HC2 and coming up with a credible plan to avert financial ruin and deliver an estimated $9 per share in value over time.

While I recognize stockholders will be inundated with information in the coming weeks, the choice that needs to be made about HC2’s future should be solely informed by an assessment of the facts. That is why my fellow nominees and I are releasing a new presentation today. We are committed to continuing to invest our energy, resources, and time to ensure you have the factual information you need to protect your investment in HC2.”

As a reminder, stockholders can learn about how to consent on the GREEN card by visiting The website includes additional information regarding our six director nominees and the plan they intend to implement if they are elected to the Board of Directors.


We urge HC2 stockholders to consent to all three proposals on the GREEN consent card and return it in your postage-paid envelope provided. The consent deadline is May 7, 2020.

Should you have any questions or need assistance with voting, please contact Saratoga Proxy Consulting LLC at (888) 368-0379 or (212) 257-1311 or by email at




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, 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 /

For Media:
Greg Marose / Charlotte Kiaie, 347-343-2999 /




The project supporting investor interests in DBM Global Incorporated (f/k/a Schuff International, Inc.) is being conducted by the Shareholder Forum for the benefit of Participants that have reserved Appraised Value Rights ("AVR") Management, subject to conditions including standard Forum policies that each Participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the Participant specifically authorizes identification.

Inquiries may be sent to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.