For Immediate Release
June 26, 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 signed a definitive agreement to sell all its membership interests in NRC Group Holdings, LLC (“NRC Group” or the “Company”) – 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”). Following the consummation of the transaction, NRC Group will be a wholly-owned direct subsidiary of HCAC and HCAC will change its name to NRC Group Holdings Corp. NRC Group Holdings Corp. will apply to continue to list its common stock and warrants on the NYSE American under the proposed ticker symbols “NRCG” and “NRCG.WS,” respectively. Investment affiliates of JFLCO will continue to own a significant equity position in the public company as part of the transaction.
NRC Group is a global provider of comprehensive environmental, compliance and waste management services. The Company’s broad range of capabilities enable it to provide 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, who was 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 has 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 ten 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, Chairman of NRC Group 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 NRC Group’s senior management team and working with the HCAC team to further accelerate the Company’s organic and acquisition-driven growth strategy,” said Glenn Shor, Director of NRC Group and a Managing Director at JFLCO.
Closing of the transaction is expected to occur in Q3 2018.
Stifel and Houlihan Lokey Capital, Inc. served as financial advisors to JFLCO and Jones Day and Blank Rome LLP provided legal counsel.
Additional Information About The Transaction And Where To Find It
The proposed transaction will be submitted to stockholders of HCAC for their consideration. HCAC intends to file with the SEC preliminary and definitive proxy statements in connection with the proposed transaction and other matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transaction. HCAC’s stockholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with HCAC’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed transaction, because these documents will contain important information about HCAC, NRC Group and the proposed transaction. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transaction and other documents filed with the SEC by HCAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer of HCAC, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants in the Solicitation
HCAC, JFL-NRC-SES, NRC Group, and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from HCAC’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of HCAC’s stockholders in connection with the proposed transaction will be set forth in HCAC’s proxy statement when it is filed with the SEC. You can find more information about HCAC’s directors and executive officers in HCAC’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in HCAC’s proxy statement when it becomes available, which can be obtained free of charge from the sources indicated above.
This news release includes, or incorporates by reference, “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 proposed transaction; (2) the projection of future financial performance of NRC Group, NRC Group’s operating companies and HCAC following the proposed transaction; (3) changes in the market for NRC Group’s services and expansion plans and opportunities; (4) future acquisition or additional business combinations; (5) the continued listing of the Company’s securities on the NYSE American; and (6) the expected date of closing the transaction.
These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement between JFL-NRC-SES and HCAC; (2) the outcome of any legal proceedings that may be instituted against NRC Group, JFL-NRC-SES or HCAC following announcement of the proposed transaction and related transactions; (3) the inability to complete the transactions contemplated by the purchase agreement between JFL-NRC-SES and HCAC due to the failure to obtain approval of the stockholders of HCAC, consummate the anticipated financing, obtain necessary approval from governmental authorities or satisfy other conditions to the closing of the proposed transaction; (4) the ability to obtain or maintain the listing of the Company’s securities on the NYSE American following the proposed transaction; (5) the risk that the proposed transaction disrupts the parties’ current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; (7) unexpected costs, charges or expenses related to or resulting from the proposed transaction; (8) changes in applicable laws or regulations; (9) the possibility that NRC Group or HCAC may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks associated with the proposed transaction, as more fully discussed in the proxy statement to be filed by HCAC with the SEC in connection with the proposed transaction. 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 HCAC nor JFL-NRC-SEC 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, project or estimate of the future financial performance of HCAC, NRC Group, or the combined company, following the implementation of the proposed transaction or otherwise. In addition, actual results are subject to other risks identified in HCAC’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.