For Immediate Release
October 17, 2018
NEW YORK, NEW YORK – J.F. Lehman & Company (“JFLCO”), a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government and environmental sectors, is pleased to announce that its investment affiliate JFL-NRC-SES Partners, LLC (“JFL-NRC-SES”) has completed the sale of all its membership interests in NRC Group Holdings, LLC (“NRC Group”) – formed earlier this year through the combination of JFLCO portfolio companies National Response Corporation (“NRC”) and Sprint Energy Services (“Sprint”) – to Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (“HCAC”). As part of the transaction, HCAC changed its name to “NRC Group Holdings Corp.” (the “Company”) and expects that, effective October 18, 2018, it’s common stock and warrants will begin trading under the ticker symbols “NRCG” and “NRCG WS,” respectively, on the NYSE American exchange. Investment affiliates of JFLCO will continue to own a controlling equity position in the combined public company.
NRC Group is a global provider of comprehensive environmental, compliance and waste management services. NRC Group’s broad range of capabilities enable it to provide a global reach to meet the critical, non-discretionary needs of its more than 5,000 customers across diverse industries and end markets to ensure compliance with environmental, health and safety laws around the world. Chris Swinbank, appointed Chief Executive Officer of NRC Group at its formation, will continue to serve in that capacity post-closing.
Since the acquisition of NRC and Sprint by investment affiliates in 2012 and 2015, respectively, JFLCO worked successfully with each company’s management team to reinvigorate their core businesses, expand geographically and grow their service portfolio through both vertical integration and expansion into adjacent, complementary service offerings. These organic growth initiatives were augmented by eleven strategic acquisitions which substantially increased NRC Group’s geographic footprint.
“We are proud of the growth and expansion that NRC Group has achieved over the past six years,” said Mr. Swinbank. “J.F. Lehman & Company has been instrumental in helping solidify and grow our reputation and brand, augment and diversify our service capabilities, significantly expand our geographic footprint and recruit talent to our team. We look forward to continuing this momentum as a subsidiary of a public company.”
Alex Harman, former Chairman and current Director of the Company and a Partner at JFLCO, added, “Our successful partnership with management has enabled the creation of a highly differentiated global business with significant opportunities for continued growth. In addition, the sale of NRC Group represents an excellent outcome for our investors, whose support has been essential to our organization’s success.”
“We are looking forward to continuing our partnership with the Company’s senior management team to further accelerate the Company’s organic and acquisition-driven growth strategy,” said Glenn Shor, current Director of the Company and a Managing Director at JFLCO.
Stifel and Houlihan Lokey Capital, Inc. served as financial advisors to JFLCO and Jones Day and Blank Rome LLP provided legal counsel.
This news release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the transactions; (2) management following the transactions; (3) the continued listing of the Company’s securities on the NYSE American and (4) expected growth by NRC Group.
These forward-looking statements are not guarantees of future results and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement, and which include, but are not limited to, the following factors: (1) the outcome of any legal proceedings that may be instituted against NRC Group, JFLCO or the Company following the completion of the transaction and related transactions; (2) the ability to maintain the listing of the Company’s securities on the NYSE American following the transaction; (3) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; (4) unexpected costs, charges or expenses related to or resulting from the transaction; (5) changes in applicable laws or regulations; (6) the possibility that NRC Group may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated in the definitive proxy statement filed by HCAC with the Securities and Exchange Commission (the “SEC”) on October 1, 2018 in connection with the transactions, including those under the heading “Risk Factors” therein, and other factors. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this news release, which speak only as of this date. Neither the Company nor JFLCO nor NRC Group undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of the Company or NRC Group, following the implementation of the transactions or otherwise. In addition, actual results are subject to other risks identified in the Company’s prior and future filings with the SEC, available at www.sec.gov.
No Offer or Solicitation
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.