Item 1.01 Entry into a Material Definitive Agreement.



On January 30, 2020, HC2 Holdings, Inc. (the "Company") announced that the
Company, through its indirect subsidiary New Saxon 2019 Limited, a private
company limited by shares incorporated in England and Wales ("Seller"), in which
the Company indirectly holds an approximately 73% equity interest, has entered
into a definitive agreement to sell 100% of the shares of Global Marine
Holdings, Limited, a private company limited by shares incorporated in England
and Wales ("GMHL"), and its subsidiaries and joint venture interests, including
Global Marine Systems Limited, a private company limited by shares incorporated
in England and Wales ("GMSL"), to Trafalgar AcquisitionCo, Ltd., a private
company limited by shares incorporated in England and Wales ("Purchaser"), and
an affiliate of J.F. Lehman & Company, LLC (the "Transaction"). GMSL is a
leading provider of offshore engineering services to the telecommunications,
renewables, and oil and gas industries. The total base consideration paid by
Purchaser in the Transaction will be $250 million, subject to customary purchase
price adjustments, plus a potential earn-out of up to $12.5 million at such
time, if any, as J.F. Lehman & Company, LLC and its investment affiliates
achieve a specified multiple of their invested capital.

The Transaction will be effected pursuant to a Share Purchase Agreement (the
"SPA") by and among Seller, Purchaser and, solely for purposes of certain
specified provisions thereof, GMHL. Under the SPA, Purchaser will acquire all of
the issued and outstanding shares in GMHL from Seller. The purchase price is
subject to customary potential downward or upward post-closing adjustments based
on net working capital, cash, unpaid transaction expenses, indebtedness and
certain of the Company's pre-closing paid capital expenditures.

The SPA contains customary representations, warranties and covenants for a
transaction of this nature. The SPA also contains customary indemnification
obligations for a transaction of this nature, except that Seller's liability for
breaches of representations and warranties in the SPA, other than fundamental
representations and warranties, will be limited to an indemnity escrow amount
described below. The representations and warranties in the SPA (i) have been
qualified by disclosures made to the other party in connection with the SPA,
(ii) are subject to the materiality standards contained in the SPA, which may
differ from what may be viewed as material by investors, and (iii) were made
only as of the date of the SPA, the date of the closing of the Transaction or
such other date as is specified in the SPA. In connection with the closing of
the Transaction, Purchaser will deposit (i) $1.25 million of the base price into
an escrow fund for the purpose of securing certain indemnification obligations
for losses payable in the first twelve months after closing and (ii) $1.91
million of the base price into an escrow fund for the purpose of securing a
purchase price adjustment, if any, in favor of Purchaser. Following the Closing,
Purchaser shall pay to Seller an amount equal to $2.4 million on the earlier of
December 31, 2020 and the date on which a cash collateralized bond in connection
with the Company's bonding facility is released.

At the closing of the Transaction, Purchaser will direct £24.4 million of the
base price to be paid to the trustee under the Global Marine Systems Pension
Plan.

The SPA also contains customary covenants restricting the operation of the
business of GMSL and its subsidiaries prior to the closing without the consent
of Purchaser, including with respect to acquisitions and dispositions of assets,
material business transactions, matters with respect to employees and other
customary restrictions.

The SPA contains certain termination rights for both Seller and Purchaser, including termination (i) by either party if the closing has not occurred on or before April 29, 2020, unless the absence of such performance is due to the failure of the party seeking to terminate the SPA to perform its obligations


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thereunder, and (ii) by Seller if all conditions to closing have been met or
waived and Purchaser does not effect the closing within two business days after
the day closing is required under the SPA. Upon closing of the Transaction,
Seller and its affiliates (including the Company) will be subject for a period
of four years to non-competition and non-solicitation obligations.

The closing of the Transaction is expected to occur in the first quarter of 2020, subject to the satisfaction of certain customary conditions to closing.



The foregoing summary description of the SPA does not purport to be complete and
is qualified in its entirety by reference to the full text of the SPA, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Item No.           Description
2.1*                 Share Purchase Agreement, dated January     30    ,

2020, by and among New Saxon


                   2019 Limited, Trafalgar AcquisitionCo, Ltd., and Global

Marine Holdings, Limited


                   (solely for purposes of Section 2.04(a), Section 6.01,

Section 6.02, Section 6.03,


                   Section 6.07 and Article X).



* Certain schedules and exhibits to this agreement have been omitted pursuant to
Item 601(a)(5) of Regulation S-K and the Company agrees to furnish
supplementally to the Securities and Exchange Commission a copy of any omitted
schedule and/or exhibit upon request.


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