Item
7.01 Regulation FD Disclosure.
On
June 27, 2018 at 10:00 a.m. (Eastern time), Hennessy Capital Acquisition Corp. III (the “
Company
”) held a previously
announced joint conference call (the “
Conference Call
”) with NRC Group Holdings, LLC (“
NRC Group
”)
to discuss the proposed acquisition by the Company of all of the outstanding membership interests of NRC Group (the “
Business
Combination
”) from JFL-NRC-SES Partners, LLC (“the “
Seller
”), pursuant to the terms of that
certain Purchase Agreement, dated as of June 25, 2018, by and between the Company and Seller (the “
Purchase Agreement
”).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K (this “
Report
”) and incorporated into this Item 7.01 by
reference is a transcript of the Conference Call. An archived webcast version of the Conference Call is also being made available
by logging on to the following URL http://public.viavid.com/index.php?id=130227.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
Additional
Information About the Proposed Business Combination and Where To Find It
The
proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company intends
to file with the Securities and Exchange Commission (the “
SEC
”) preliminary and definitive proxy statements
in connection with the proposed Business Combination 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 Business Combination.
The Company’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 the Company’s solicitation of proxies for
its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination because these
documents will contain important information about the Company, NRC Group and the proposed Business Combination
. 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 Business Combination and other documents filed with the SEC by the Company, 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, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants
in the Solicitation
The
Company, Seller, 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 the Company’s stockholders
in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of the Company’s stockholders in connection with the proposed Business Combination will be set forth
in the Company’s preliminary proxy statement (the “
Proxy Statement
”) when it is filed with the SEC. You
can find more information about the Company’s directors and executive officers in the Company’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 the Proxy Statement when
it becomes available, which can be obtained free of charge from the sources indicated above.
Forward
Looking Statements
This
report 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 Business Combination;
(2) the projection of future financial performance of NRC Group, NRC Group’s operating companies and the Company following
the proposed Business Combination; (3) changes in the market for NRC Group’s services and expansion plans and opportunities; (4)
future acquisition or additional business combinations; (5) the financing component of the proposed Business Combination; (6)
the sources and uses of cash; (7) the management and board composition of the Company following the proposed Business Combination
n; (8) the anticipated capitalization and enterprise value of the Company following the proposed Business Combination; (9) the
continued listing of the Company’s securities on the NYSE American; and (10) the expected date of closing the proposed Business
Combination.
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 Business Combination 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 Seller and the Company; (2) the outcome of any legal proceedings that may be instituted against
NRC Group, Seller or the Company following announcement of the proposed Business Combination and related transactions; (3) the
inability to complete the transactions contemplated by the purchase agreement between Seller and the Company due to the failure
to obtain approval of the stockholders of the Company, consummate the anticipated financing, obtain necessary approval from governmental
authorities or satisfy other conditions to the closing of the proposed Business Combination; (4) the ability to obtain or
maintain the listing of the Company’s securities on the NYSE American following the proposed Business Combination; (5) the
risk that the proposed Business Combination 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 Business
Combination, 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 Business Combination; (8)
changes in applicable laws or regulations; (9) the possibility that NRC Group or the Company may be adversely affected by other
economic, business, and/or competitive factors; and (10) other risks associated with the proposed Business Combination, as are
more fully discussed in the Proxy Statement to be filed by the Company with the SEC in connection with the proposed Business Combination.
Investors and potential investors are urged not to place undue reliance on forward-looking statements in this report, which speak
only as of this date. Neither the Company nor Seller 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 the Company, NRC Group or the combined company
following the implementation of the proposed Business Combination 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
.