0001213900-18-014523.txt : 20181026 0001213900-18-014523.hdr.sgml : 20181026 20181026191831 ACCESSION NUMBER: 0001213900-18-014523 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181017 FILED AS OF DATE: 20181026 DATE AS OF CHANGE: 20181026 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142587 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142588 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142589 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142590 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142591 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142592 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142593 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142594 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142595 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 GP Investors III, LLC CENTRAL INDEX KEY: 0001755600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38119 FILM NUMBER: 181142596 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: 3500 SUNRISE HIGHWAY, STREET 2: SUITE 200, BUILDING 200 CITY: GREAT RIVER STATE: NY ZIP: 11739 BUSINESS PHONE: (631) 224-9141 MAIL ADDRESS: STREET 1: 3500 SUNRISE HIGHWAY, STREET 2: SUITE 200, BUILDING 200 CITY: GREAT RIVER STATE: NY ZIP: 11739 FORMER COMPANY: FORMER CONFORMED NAME: Hennessy Capital Acquisition Corp. III DATE OF NAME CHANGE: 20170405 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2018-10-17 0 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 0 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 0 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 0 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 0 0 1 0 0001755708 JFL-SES Holdings, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 0 0 1 0 0001755704 JFL-SES Partners, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 0 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 0 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 0 0 1 0 0001755706 JFL-NRC Partners, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 0 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 0 0 1 0 Common Stock 21873680 I See Footnotes Common Stock 165568 I See Footnotes Series A Convertible Preferred Stock 12.50 Common Stock 193064 I See Footnote 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 Lehman, Louis Mintz, Stephen Brooks and 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. These securities were acquired on October 17, 2018, pursuant to that certain purchase agreement dated as of June 25, 2018 and amended as of July 12, 2018. The purchase agreement provides that JFL Partners may receive additional shares of the Issuer's common stock upon the satisfaction of certain post-closing events. The value of each additional share will be an amount equal to the volume-weighted average price per share of the Issuer's common stock on the NYSE American for the five consecutive trading days preceding (but not including) the date on which the additional shares are payable. The Reporting Persons right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on October 17, 2018, the effective date of the transactions. These securities were acquired on October 17, 2018 in connection and simultaneously with the transaction described in footnote #4 and pursuant to that certain JFL Subscription Agreement dated June 25, 2018. JFL-NRCG III is the record holder of 165,568 shares of the Issuer's common stock and 24,133 shares of the Issuer's Series A Convertible Preferred Stock. 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 the Issuer's 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. The holders of Series A Convertible Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 7.00%, paid quarterly in arrears, in cash or, at the election of the Issuer in common stock, or a combination of both. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, JFL-NRCG III and Annex Fund have filed a separate Form 3. The Reporting Persons are jointly filing this Form 3. Exhibit List: Exhibit 24 - Power of Attorney JFL GP Investors III, LLC By: /s/ David Rattner, attorney-in-fact 2018-10-26 JFL AIV Investors III-JA, L.P. By: JFL GP Investors III, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact 2018-10-26 JFL-SES Int. (JA) Holdings, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-SES (JA) Holdings, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-SES Holdings, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-SES Partners, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-NRC Int. (JA) Holdings, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-NRC (JA) Holdings, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-NRC Partners, LLC By: /s/ David Rattner, as secretary 2018-10-26 JFL-NRC-SES Partners, LLC By: /s/ David Rattner, as secretary 2018-10-26 EX-24 2 f3101718jflnrcsesex24_nrc.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

Each of the undersigned hereby constitutes and appoints David L. Rattner the undersigned’s true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, in the undersigned’s capacity as a deemed beneficial owner of stock of NRC Group Holdings Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a), or Schedules 13D or 13G in accordance with Section 13, of the Securities Exchange Act of 1934 and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or Schedules 13D or 13G, and timely file any such form or forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever, necessary or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

 

The execution by the undersigned of this power of attorney hereby expressly revokes and terminates any powers of attorney previously granted by the undersigned with respect to Forms 3, 4 and 5, or Schedules 13D or 13G. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D or 13G, with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

[Signature Page Follows]

 

   

 

 

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of the 26th day of October, 2018.

 

  JFL AIV INVESTORS III-JA, L.P.
   
    By:   JFL GP Investors III, LLC,
      its: General Partner
   
      By:   /s/ C. Alexander Harman
        C. Alexander Harman, Manager
   
  JFL GP INVESTORS III, LLC
   
      By:   /s/ C. Alexander Harman
        C. Alexander Harman, Manager