Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 (
Amendment No.
2
) to the Schedule 13D filed with the
Securities and Exchange Commission (the
SEC
) by SBTS, LLC (
SBTS
), Cyrus Capital Partners, L.P. (
Cyrus Capital Partners
), Cyrus Capital Partners GP, L.L.C.
(
Cyrus Capital GP
), and Stephen C. Freidheim (collectively, the
Reporting Persons
) on October 26, 2018, as amended by Amendment No. 1 filed on July 9, 2019. This Amendment No. 2
amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4.
|
Purpose of Transaction.
|
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On July 23, 2019, SBTS filed a complaint (the
Complaint
) against the Issuer, NRC Group Holdings LLC (
NRC
Holdings
) and U.S. Ecology, Inc. (
U.S. Ecology
, and together with the Issuer and NRC Holdings, the
Defendants
) in the Court of Chancery of the State of Delaware (the
Chancery Court
) to enforce rights granted to it in the Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp., dated as of
October 17, 2018 (the
COD
). The Complaint states that the proposed conversion (the
Involuntary Conversion
) of the Issuers 7.00% Series A Convertible Cumulative Preferred Stock (the
Series A Preferred Stock
) into a certain number of shares of common stock issued by U.S. Ecology Parent, Inc. pursuant to the transaction (the
Merger
) contemplated by the Agreement and Plan of
Merger, dated as of June 23, 2019, by and among US Ecology, US Ecology Parent, Inc., Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and the Issuer, breaches provisions of the COD and violates § 242 of the Delaware General Corporation
Law, which the Complaint states require SBTS, as the majority holder of the Series A Preferred Stock, to consent to any conversion of the Series A Preferred Stock. The Complaint states that SBTS has not consented to the Involuntary Conversion.
As previously disclosed, SBTS negotiated specifically for many of the protections that the Issuer now proposes to breach with the Involuntary Conversion and
the Complaint states that SBTS will be harmed irreparably by the Involuntary Conversion. The Complaint seeks to have the Chancery Court enter a declaratory judgment prohibiting the Involuntary Conversion and also grant injunctive relief to prevent
the Defendants from consummating the Merger.
The foregoing description of the Complaint does not purport to be complete and is qualified in its entirety
by reference to the text of the Complaint, which is filed as Exhibit 99.1, and is incorporated herein by reference.
The Reporting Persons intend to
review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions
taken by the Issuers Board of Directors, price levels of the Issuers securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take
such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other
instruments that are based upon or relate to the value of securities of the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise;
(iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.