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