SecProbe.io

May 29, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed May 14, 2019
File No. 333-230817
Dear Mr. Dryden:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 8, 2019 letter.
Amendment No. 1 to the Form S-4
Anticipated Accounting Treatment, page 66
1.We note your response to comment five in our letter dated May 8, 2019.  ASC 805-10-25
indicates that the guidance of ASC 810-10 related to determining the existence of a
controlling financial interest shall be used to identify the acquirer – the entity that obtains
control of the acquiree.  If that guidance does not clearly indicate which of the combining
entities is the acquirer, the factors in paragraphs 805-10-55-11 through 55-15 shall be
considered.  Please help us further understand why a 73% (assuming no redemption) to
42% (assuming maximum redemption) ownership and relative voting rights would not be
indicative of Capitol having a controlling financial interest.
2.Please help us better understand your analysis of ASC 805-10-55-11 through 55-15 by

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 29, 2019 Page 2
 FirstName LastName
L. Dyson Dryden
Capitol Investment Corp. IV
May 29, 2019
Page 2
addressing the following:

•Pursuant to your consideration of ASC 805-10-55-12(b), you note that the largest
shareholder or group of shareholders will be the Nesco Owner and Nesco
management.  Please tell us separately the percentage ownership that will be held by
the Nesco Owner.  Please also help us better understand how you determined that the
Nesco Owner and Nesco management should be combined for purposes of your
analysis, including if there is any voting agreement in place amongst the parties.

•On page 5 of your response, you listed other shareholder groups with anticipated
significant ownership in the combined entity and the corresponding precombination
non-beneficial ownership for each group.  Please also tell us the expected
postcombination ownership for each group.

•In your discussion of ASC 805-10-55-12(c), you note that two additional independent
directors will be appointed and nominated in connection with the transactions.  Please
help us better understand who will have the ability to nominate and appoint these
additional two directors.
3.Please expand your discussion to further clarify what specific transaction you are referring
to when mentioning the recapitalization, including your specific planned accounting
treatment of the recapitalization.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page 82
4.For adjustment (5), please further explain in your disclosures how you came up with the
appropriate tax rate to use, including your basis for using 0% for the three months ended
March 31, 2019.
            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,
Division of Corporation Finance
Office of Manufacturing and
Construction