NEW YORK, June 26, 2018 /PRNewswire/ -- 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.
Forward‐Looking Statements
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.
About J.F. Lehman & Company, Inc.
J.F. Lehman & Company is a leading middle-market private
equity firm focused exclusively on the aerospace, defense,
maritime, government and environmental sectors. The firm has
offices in New York and
Washington, D.C.
For more information about J.F. Lehman & Company, please
visit www.jflpartners.com.
View original content with
multimedia:http://www.prnewswire.com/news-releases/jf-lehman--company-announces-definitive-agreement-to-sell-national-response-corporation-and-sprint-energy-services-300672296.html
SOURCE J.F. Lehman & Company