0001213900-19-009114.txt : 20190517 0001213900-19-009114.hdr.sgml : 20190517 20190517170802 ACCESSION NUMBER: 0001213900-19-009114 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 GROUP MEMBERS: JFL AIV INVESTORS III-JA, L.P GROUP MEMBERS: JFL EQUITY INVESTORS IV, LP GROUP MEMBERS: JFL GP INVESTORS IV, LLC GROUP MEMBERS: JFL-NRC (JA) HOLDINGS, LLC GROUP MEMBERS: JFL-NRC INT. (JA) HOLDINGS, LLC GROUP MEMBERS: JFL-NRC PARTNERS, LLC GROUP MEMBERS: JFL-NRC-SES PARTNERS, LLC GROUP MEMBERS: JFL-NRCG ANNEX FUND, L.P. GROUP MEMBERS: JFL-NRCG HOLDINGS III, LLC GROUP MEMBERS: JFL-NRCG HOLDINGS IV, LLC GROUP MEMBERS: JFL-SES (JA) HOLDINGS, LLC GROUP MEMBERS: JFL-SES HOLDINGS, LLC GROUP MEMBERS: JFL-SES INT. (JA) HOLDINGS, LLC GROUP MEMBERS: JFL-SES PARTNERS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90309 FILM NUMBER: 19836694 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JFL GP Investors III, LLC CENTRAL INDEX KEY: 0001755600 IRS NUMBER: 272189951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sc13d0519jfl_nrcgroup.htm AMENDMENT NO. 1 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 (Amendment No. 1)*

 

NRC Group Holdings Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

629375106

(CUSIP Number)

 

David Rattner
110 East 59th Street, 27th Floor
New York, NY 10022
(212) 634-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 10, 2019

(Date of Event Which Requires Filing of this Statement) 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

 

CUSIP: 629375106
Page: Page 2 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRC-SES Partners, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

23,021,521

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

23,021,521

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

23,021,521 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

60.5%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) are held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners 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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

  

 

 

 

CUSIP: 629375106

Page: Page 3 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRC Partners, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

14,963,989

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

14,963,989

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,963,989 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.3%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

  

 

 

 

CUSIP: 629375106
Page: Page 4 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRC (JA) Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

14,963,989

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

14,963,989

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,963,989 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.3%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

  

 

 

 

 

CUSIP: 629375106
Page: Page 5 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRC Int. (JA) Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

14,963,989

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

14,963,989

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,963,989 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.3%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. 

 

 

 

 

 

CUSIP: 629375106

Page: Page 6 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-SES Partners, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

8,057,532

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

8,057,532

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,057,532 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.2%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. 

 

 

 

 

CUSIP: 629375106
Page: Page 7 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-SES Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

8,057,532

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

8,057,532

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,057,532 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.2%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. 

 

 

 

 

CUSIP: 629375106
Page: Page 8 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-SES (JA) Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

8,057,532

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

8,057,532

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,057,532 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.2%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. 

 

 

 

 

CUSIP: 629375106
Page: Page 9 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-SES Int. (JA) Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

8,057,532

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

8,057,532

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,057,532 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.2%

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
   
  

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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

 

 

 

 

CUSIP: 629375106
Page: Page 10 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL AIV Investors III-JA, L.P

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

23,021,521

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

23,021,521

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

23,021,521 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

60.5%

14

TYPE OF REPORTING PERSON

 

PN

       
(1)These securities of NRC Group Holdings Corp. (the “Issuer”) are held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners 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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

  

 

 

 

CUSIP: 629375106

Page: Page 11 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRCG Holdings III, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

358,632

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

358,632

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

358,632 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

* (3)

14

TYPE OF REPORTING PERSON

 

OO

       
(1)These securities of NRC Group Holdings Corp. (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, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

 

(2)Includes 193,064 shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”), beneficially owned by the Reporting Persons issuable upon conversion of 24,133 shares of 7.00% Series A Convertible Cumulative Preferred Stock, $0.0001 par value per share (the “Series A Convertible Preferred Stock”) held by the Reporting Persons. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 193,064 shares of the Issuer’s Common Stock issuable upon conversion of 24,133 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

*Represents less than 1%.

 

 

 

 

CUSIP: 629375106

Page: Page 12 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRCG Annex Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

358,632

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

358,632

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

358,632 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

* (3)

14

TYPE OF REPORTING PERSON

 

PN

       
(1)These securities of NRC Group Holdings Corp. (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, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

 

(2)Includes 193,064 shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”), beneficially owned by the Reporting Persons issuable upon conversion of 24,133 shares of 7.00 % Series A Convertible Cumulative Preferred Stock, $0.0001 per share (the “Series A Convertible Preferred Stock”) held by the Reporting Persons. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 193,064 shares of the Issuer’s Common Stock issuable upon conversion of 24,133 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

*Represents less than 1%.

 

 

 

 

CUSIP: 629375106

Page: Page 13 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL GP Investors III, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

 23,380,153

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

23,380,153

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

23,380,153 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

61.1% (3)

14

TYPE OF REPORTING PERSON

 

OO

       
(1)Includes 23,021,521 shares of NRC Group Holdings Corp. (the “Issuer”) common stock, par value $0.0001 per share (“Common Stock”) held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners 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”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.

 

(2)Includes (A) 165,568 shares of the Issuer’s Common Stock and (B) 193,064 shares of Common Stock issuable upon conversion of 24,133 shares of 7.00% Series A Convertible Cumulative Preferred Stock, $0.0001 par value per share (the “Series A Convertible Preferred Stock”) 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. The conversion rate of the Series A Convertible Preferred Stock is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 193,064 shares of Common Stock issuable upon conversion of 24,133 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

 

 

 

CUSIP: 629375106

Page: Page 14 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL-NRCG Holdings IV, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

4,099,541

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

4,099,541

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,099,541 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.2% (3)

14

TYPE OF REPORTING PERSON

 

OO

       
(1)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 IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“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.

 

(2)Includes 2,206,936 shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”), beneficially owned by the Reporting Persons issuable upon conversion of 275,867 shares of 7.00% Series A Convertible Cumulative Preferred Stock, $0.0001 par value per share (the “Series A Convertible Preferred Stock”) held by the Reporting Persons. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 2,206,936 shares of Common Stock issuable upon conversion of 275,867 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

 

 

 

CUSIP: 629375106

Page: Page 15 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL Equity Investors IV, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 

 7

SOLE VOTING POWER

 

4,099,541

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

4,099,541

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,099,541 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.2% (3)

14

TYPE OF REPORTING PERSON

 

OO

       
(1)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 IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“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.

 

(2)Includes 2,206,936 shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”), beneficially owned by the Reporting Persons issuable upon conversion of 275,867 shares of 7.00% Series A Convertible Cumulative Preferred Stock, $0.0001 par value per share (the “Series A Convertible Preferred Stock”) held by the Reporting Persons. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 2,206,936 shares of Common Stock issuable upon conversion of 275,867 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

 

 

 

CUSIP: 629375106

Page: Page 16 of 20

 

1

NAMES OF REPORTING PERSONS

 

JFL GP Investors IV, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) ☐
                                                                                                                       (b) ☐
3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

 7

SOLE VOTING POWER

 

4,099,541

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

4,099,541

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,099,541 (1)(2)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.2% (3)

14

TYPE OF REPORTING PERSON

 

OO

       
(1)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 IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“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.

 

(2)Includes 2,206,936 shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”), beneficially owned by the Reporting Persons issuable upon conversion of 275,867 shares of 7.00% Series A Convertible Cumulative Preferred Stock, $0.0001 par value per share (the “Series A Convertible Preferred Stock”) held by the Reporting Persons. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

(3)Percent of class calculated based on 38,050,385 shares of Common Stock issued and outstanding, plus 2,206,936 shares of Common Stock issuable upon conversion of 275,867 shares of Series A Convertible Preferred Stock. Conversion rate is subject to adjustment in accordance with the terms of the Series A Convertible Preferred Stock.

 

 

 

 

CUSIP: 629375106

Page: Page 17 of 20

 

Explanatory Note

 

This Amendment No. 1 (this “Amendment”) to the Schedule 13D, filed with the Securities and Exchange Commission on October 29, 2018 (the “Original Schedule 13D”), relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of NRC Group Holdings Corp., a Delaware corporation (the “Issuer”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.

  

Item 3.Source and Amount of Funds or Other Consideration

 

Item 3 to the Original Schedule 13D is hereby amended and supplemented as follows.

 

The responses to Items 4 and 6 of the Original Schedule 13D are incorporated herein by reference.

 

Shares Held of Record by JFL Partners

 

On October 17, 2018 (the “Closing Date”), the Issuer consummated the acquisition (the “Business Combination”) of all of the issued and outstanding membership interests of NRC Group Holdings, LLC from JFL Partners, in accordance with the Purchase Agreement, dated as of June 25, 2018, and amended as of July 12, 2018 (the “Purchase Agreement”), between Hennessy Capital Acquisition Corp. III (“Hennessy Capital”) and JFL Partners. Pursuant to the Purchase Agreement, the total purchase price of $394.7 million was paid to JFL Partners in a combination of cash ($170.9 million) and in shares of the Issuer’s Common Stock (21,873,680 shares of Common Stock valued at a total of $223.7 million). In connection with the closing of the Business Combination (the “Closing”), the Issuer changed its name from Hennessy Capital Acquisition Corp. III to NRC Group Holdings Corp.

  

Pursuant to Sections 5.18(a) and 5.18(e) of the Purchase Agreement, JFL Partners became entitled to a payment of $10.0 million (the “Payment”) on April 26, 2019, upon the consummation of the Potential Acquisition (as defined in the Purchase Agreement). Pursuant to the Purchase Agreement, the Payment could be made in cash, Common Stock, or any combination thereof, at the Issuer’s option. Following the consummation of the Potential Acquisition on May 10, 2019, the Issuer’s board (upon the election and recommendation of the disinterested directors not associated with entities affiliated with JFL Partners) authorized that the Payment be made entirely in Common Stock. The number of shares of Common Stock issuable under the Payment was determined pursuant to a formula set forth in the Purchase Agreement, which provided that the value of each share of Common Stock issued pursuant to the Payment was an amount equal to the volume-weighted average price per share of Common Stock on the NYSE American LLC for the five consecutive trading days preceding (but not including) the closing of the Potential Acquisition (which in this case was April 26, 2019). Accordingly, the value of each share of Common Stock issued was $8.712, and the total number of shares being issued was 1,147,841 shares of Common Stock. JFL Partners’ right to receive additional shares of Common Stock pursuant to the Payment became fixed and irrevocable on October 17, 2018, the effective date of the Business Combination, subject only to consummation of the Potential Acquisition.

 

 

 

 

CUSIP: 629375106

Page: Page 18 of 20

 

Shares Held of Record by JFL-NRCG III and JFL-NRCG IV

 

Concurrently with the execution of the Purchase Agreement, Hennessy Capital and its sponsor, Hennessy Capital Partners III LLC (“HCAC Sponsor”), entered into that certain Subscription Agreement (the “JFL Subscription Agreement”), with J.F. Lehman & Company, LLC (“JFLCo”), which provided that JFLCo or one or more of its affiliated investment funds may elect (i) to purchase from the Issuer (A) up to 300,000 newly issued shares of the Issuer’s 7.00% Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”) for an aggregate purchase price of approximately $29.1 million and (B) up to 1,951,220 newly issued shares of Common Stock for an aggregate purchase price of approximately $20.0 million and (ii) in connection with any such purchase, receive from HCAC Sponsor 106,953 additional shares of Common Stock, for no consideration, in accordance with the terms of the JFL Subscription Agreement. JFLCo elected to exercise its rights under the JFL Subscription Agreement in full through JFL-NRCG III and JFL-NRCG IV. On the Closing Date, and pursuant to the JFL Subscription Agreement, JFL-NRCG III acquired (a) from the Issuer (1) 24,133 shares of Series A Convertible Preferred Stock and (2) 156,964 shares of Common Stock for an aggregate purchase price of approximately $3.95 million and (b) 8,604 shares of Common Stock for no consideration from HCAC Sponsor. On the Closing Date, and pursuant to the JFL Subscription Agreement, JFL-NRCG IV acquired (a) from the Issuer (1) 275,867 shares of Series A Convertible Preferred Stock and (2) 1,794,256 shares of Common Stock for an aggregate purchase price of approximately $45.15 million and (b) 98,349 shares of Common Stock for no consideration from HCAC Sponsor.

 

The Series A Convertible Preferred Stock is convertible at any time, at the holder’s election, subject to the terms and provisions of the Certificate of Designation. The Series A Convertible Preferred Stock is initially convertible into Common Stock at a conversion rate equal to the quotient of (1) the liquidation preference ($100.00 per share) divided by (2) the base conversion price (currently $12.50), subject to customary adjustments.

 

References to, and descriptions of, the Purchase Agreement and the JFL Subscription Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of each of the Purchase Agreement and the JFL Subscription Agreement, which are included as Exhibits 2.1, 2.2 and 10.1, respectively, to the Original Schedule 13D.
 

Item 5. Interest in Securities of the Issuer 

 

Items 5(a) – (c) to the Original Schedule 13D are hereby amended and supplemented as follows.

 

The responses set forth on rows 7 through 13 of the cover pages of this Amendment, as of the date hereof, and Item 3 are incorporated by reference in this Item 5.

 

(a) and (b) – The following responses are based on 38,050,385 shares of Common Stock issued and outstanding. As applicable, the Reporting Persons have included the Common Stock issuable upon conversion of the Series A Convertible Preferred Stock as required by Section 13d-3 of the Exchange Act. The Reporting Persons have sole voting power and sole dispositive power of the shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

 

For illustrative purposes only, entities affiliated with JFLCo beneficially own in the aggregate, 27,479,694 shares of Common Stock, which represents beneficial ownership of approximately 67.9%.

 

(c) – Except as set forth in this Amendment, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

 

Item 7.Materials to be Filed as Exhibits

 

The following document is filed as an exhibit hereto:

 

99.1Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act

 

 

 

 

CUSIP: 629375106
Page: Page 19 of 20

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 17, 2019 JFL-NRC-SES Partners, LLC
     
  By: /s/ David Rattner
  Name:  David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-NRC Partners, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-NRC (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-NRC Int. (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-SES Partners, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-SES Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-SES (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-SES Int. (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary

 

 

 

 

CUSIP: 629375106
Page: Page 20 of 20

 

Dated: May 17, 2019 JFL AIV Investors III-JA, L.P.
  By: JFL GP Investors III, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name:  David Rattner
     
Dated: May 17, 2019 JFL GP Investors III, LLC
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
Dated: May 17, 2019 JFL GP Investors IV, LLC
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
Dated: May 17, 2019 JFL Equity Investors IV, L.P.
  By: JFL GP Investors IV, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
Dated: May 17, 2019 JFL-NRCG Holdings III, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-NRCG Holdings IV, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
Dated: May 17, 2019 JFL-NRCG Annex Fund, LP
  By: JFL GP Investors III, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner

 

 

 

 

 EX-99.1 2 sc13d0519a1jflex99-1_nrc.htm JOINT FILING AGREEMENT AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE EXCHANGE ACT

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of NRC Group Holdings Corp. beneficially owned by each of them, and agrees that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned executed this Joint Filing Agreement as of May 17, 2019.

 

  JFL-NRC-SES Partners, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-NRC Partners, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-NRC (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-NRC Int. (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-SES Partners, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-SES Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-SES (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name:  David Rattner
  Title: Secretary
     

 

 

 

 

  JFL-SES Int. (JA) Holdings, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL AIV Investors III-JA, L.P.
  By: JFL GP Investors III, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
  JFL GP Investors III, LLC
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
  JFL GP Investors IV, LLC
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
  JFL Equity Investors IV, L.P.
  By: JFL GP Investors IV, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name: David Rattner
     
  JFL-NRCG Holdings III, LLC
     
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-NRCG Holdings IV, LLC
   
  By: /s/ David Rattner
  Name: David Rattner
  Title: Secretary
     
  JFL-NRCG Annex Fund, LP
  By: JFL GP Investors III, LLC
  Its: General Partner
     
  By: /s/ David Rattner, attorney-in-fact
  Name:  David Rattner