0001213900-19-021773.txt : 20191101 0001213900-19-021773.hdr.sgml : 20191101 20191101120710 ACCESSION NUMBER: 0001213900-19-021773 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 III, LLC CENTRAL INDEX KEY: 0001755600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185970 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-NRC Partners, LLC CENTRAL INDEX KEY: 0001755706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185971 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-NRC (JA) Holdings, LLC CENTRAL INDEX KEY: 0001755709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185972 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-NRC Int. (JA) Holdings, LLC CENTRAL INDEX KEY: 0001755705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185973 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-SES Partners, LLC CENTRAL INDEX KEY: 0001755704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185974 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-SES Holdings, LLC CENTRAL INDEX KEY: 0001755708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185975 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-SES (JA) Holdings, LLC CENTRAL INDEX KEY: 0001755711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185976 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-SES Int. (JA) Holdings, LLC CENTRAL INDEX KEY: 0001755710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185977 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 AIV Investors III-JA, L.P. CENTRAL INDEX KEY: 0001755592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185978 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-NRC-SES Partners, LLC CENTRAL INDEX KEY: 0001755707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 191185979 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 0001755707 JFL-NRC-SES Partners, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755592 JFL AIV Investors III-JA, L.P. C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755710 JFL-SES Int. (JA) Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755711 JFL-SES (JA) Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755708 JFL-SES Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755704 JFL-SES Partners, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755705 JFL-NRC Int. (JA) Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755709 JFL-NRC (JA) Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755706 JFL-NRC Partners, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001755600 JFL GP Investors III, 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 23021521 D 0 I See Footnotes Common Stock 2019-11-01 4 D 0 165568 D 0 I See Footnotes Series A Convertible Preferred Stock 2019-11-01 4 D 0 24133 D 2018-10-17 Common Stock 193064 0 I See Footnotes These securities of NRC Group Holdings Corp. (the "Issuer") are held by JFL-NRC-SES Partners, LLC ("JFL Partners"), which may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC ("JFL-NRC") and JFL-SES Partners, LLC ("JFL-SES"). JFL-SES is controlled by JFL-SES Holdings, LLC ("JFL-SES Holdings"), which is controlled by its member JFL-SES (JA) Holdings, LLC ("JFL-SES (JA)"), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC ("JFL-SES Int."), which is controlled by its member JFL AIV Investors III-JA, L.P. ("JFL AIV JA"). JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC ("JFL-NRC (JA)"), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC ("JFL-NRC Int."), which is controlled by its member JFL AIV JA. JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC ("Ultimate GP III"), which is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. These securities of the Issuer are held by JFL-NRCG Holdings III, LLC ("JFL-NRCG III"). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP ("Annex Fund"). Annex Fund is controlled by its general partner, Ultimate GP III. Ultimate GP III is controlled by its managers Messrs. Lehman, Mintz, Brooks, and 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. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, JFL-NRCG III and Annex Fund have filed a separate Form 4. The Reporting Persons are jointly filing this Form 4. JFL GP Investors III, LLC. By: /s/ David Rattner, attorney-in-fact 2019-11-01 JFL AIV Investors III-JA, L.P. By: JFL GP Investors III, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact 2019-11-01 JFL-SES Int. (JA) Holdings, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-SES (JA) Holdings, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-SES Holdings, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-SES Partners, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-NRC Int. (JA) Holdings, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-NRC (JA) Holdings, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-NRC Partners, LLC. By: /s/ David Rattner, as secretary 2019-11-01 JFL-NRC-SES Partners, LLC. By: /s/ David Rattner, as secretary 2019-11-01