0001213900-19-021775.txt : 20191101 0001213900-19-021775.hdr.sgml : 20191101 20191101121107 ACCESSION NUMBER: 0001213900-19-021775 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191101 FILED AS OF DATE: 20191101 DATE AS OF CHANGE: 20191101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JFL GP Investors IV, LLC CENTRAL INDEX KEY: 0001755593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191186003 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 634-0100 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JFL Equity Investors IV, L.P. CENTRAL INDEX KEY: 0001656490 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191186004 BUSINESS ADDRESS: STREET 1: J.F. LEHMAN & COMPANY, INC. STREET 2: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-0100 MAIL ADDRESS: STREET 1: J.F. LEHMAN & COMPANY, INC. STREET 2: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JFL-NRCG Holdings IV, LLC CENTRAL INDEX KEY: 0001755703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191186005 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 634-0100 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NRC GROUP HOLDINGS CORP. CENTRAL INDEX KEY: 0001703038 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 814838205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 952 ECHO LANE, SUITE 460 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (832) 767-4749 MAIL ADDRESS: STREET 1: 952 ECHO LANE, SUITE 460 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: Hennessy Capital Acquisition Corp. III DATE OF NAME CHANGE: 20170405 4 1 ownership.xml X0306 4 2019-11-01 1 0001703038 NRC GROUP HOLDINGS CORP. NRCG 0001755703 JFL-NRCG Holdings IV, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001656490 JFL Equity Investors IV, L.P. C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755593 JFL GP Investors IV, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2019-11-01 4 D 0 1892605 D 0 I See Footnotes Series A Convertible Preferred Stock 2019-11-01 4 D 0 275867 D 2018-10-17 Common Stock 2206936 0 I See Footnote These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRCG Holdings IV, LLC ("JFL-NRCG IV"). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP ("JFL Equity Investors"). JFL Equity Investors is controlled by its general partner, JFL GP Investors IV, LLC ("Ultimate GP IV"). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. Each of the Reporting Persons, and Messrs. Lehman, Mintz, Brooks and Harman, disclaims beneficial ownership of the securities reported herein or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Pursuant to the merger agreement between the Issuer, US Ecology, Inc., US Ecology Parent, Inc. ("Holdco"), Rooster Merger Sub, Inc. and ECOL Merger Sub, Inc. (the "Merger Agreement"), each share of the Issuer's common stock issued and outstanding immediately prior to the effective time of the mergers (the "Effective Time") was converted into the right to receive, and became exchangeable for, (1) 0.196 of a share of Holdco common stock for each share of the Issuer's common stock (the "Exchange Ratio") and (2) any cash in lieu of fractional shares of Holdco common stock. The Holdco common stock had a market value of approximately $62.23 per share at the close of market immediately prior to the Effective Time. Pursuant to the Merger Agreement each share of 7.00% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Preferred") of the Issuer issued and outstanding immediately prior to the Effective Time was converted into the right to receive, and became exchangeable for, (1) a whole number of shares of Holdco common stock equal to the product of (a) the number of shares of the Issuer's common stock that such share of Series A Convertible Preferred could be converted into at the Effective Time (including Fundamental Change Additional Shares and Accumulated Dividends (each as defined in the Certificate of Designations, Preferences, Rights and Limitations of the Issuer's Series A Convertible Preferred, dated as of October 17, 2018 and corrected on October 23, 2018)) multiplied by (b) the Exchange Ratio and (2) any cash in lieu of fractional shares of Holdco common stock. JFL-NRCG Holdings IV, LLC By: /s/ David Rattner, as secretary 2019-11-01 JFL Equity Investors IV, L.P. By: JFL GP Investors IV, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact 2019-11-01 JFL GP Investors IV, LLC By: /s/ David Rattner, attorney-in-fact 2019-11-01