0001213900-19-022951.txt : 20191112 0001213900-19-022951.hdr.sgml : 20191112 20191112165150 ACCESSION NUMBER: 0001213900-19-022951 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191101 FILED AS OF DATE: 20191112 DATE AS OF CHANGE: 20191112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JFL-NRCG Holdings III, LLC CENTRAL INDEX KEY: 0001755702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39120 FILM NUMBER: 191210423 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-NRCG Annex Fund, L.P. CENTRAL INDEX KEY: 0001755591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39120 FILM NUMBER: 191210424 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: US Ecology, Inc. CENTRAL INDEX KEY: 0001783400 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 S. CAPITOL BLVD. STREET 2: SUITE 1000 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: (208) 331-8400 MAIL ADDRESS: STREET 1: 101 S. CAPITOL BLVD. STREET 2: SUITE 1000 CITY: BOISE STATE: ID ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: US Ecology Parent, Inc. DATE OF NAME CHANGE: 20190723 3 1 ownership.xml X0206 3 2019-11-01 0 0001783400 US Ecology, Inc. ECOL 0001755702 JFL-NRCG Holdings III, LLC C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 0 0 1 0 0001755591 JFL-NRCG Annex Fund, L.P. C/O J.F. LEHMAN & COMPANY 110 EAST 59TH STREET, 27TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 4512218 I See Footnotes Common Stock 74698 I See Footnotes These securities of US Ecology, Inc. (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 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. Shares acquired pursuant to the Merger Agreement (as defined below). On November 1, 2019, pursuant to the merger agreement between the Issuer, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.), Rooster Merger Sub, Inc., ECOL Merger Sub, Inc. and NRC Group Holdings Corp. ("NRCG") (the "Merger Agreement"), each share of NRCG'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 the Issuer's common stock for each share of NRCG's common stock (the "Exchange Ratio") and (2) any cash in lieu of fractional shares of the Issuer's common stock. Shares acquired pursuant to the Merger Agreement. Pursuant to the Merger Agreement each share of 7.00% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Preferred") of NRCG 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 the Issuer's common stock equal to the product of (a) the number of shares of NRCG'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 NRCG'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 the Issuer's common stock. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, JFL Partners, JFL-NRC, JFL-SES, JFL-SES Holdings, JFL-SES (JA), JFL-SES Int., JFL AIV JA, JFL-NRC (JA), JFL-NRC Int. and Ultimate GP III have filed a separate Form 3. The Reporting Persons are jointly filing this Form 3. Exhibit List: Exhibit 24 - Power of Attorney JFL-NRCG Holdings III, LLC By: /s/ David Rattner, as secretary 2019-11-12 JFL-NRCG Annex Fund, LP By: JFL GP Investors III, LLC Its General Partner By: /s/ David Rattner, attorney-in-fact 2019-11-12 EX-24 2 f3110119ex24jflnrcg3b_use.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 US Ecology, Inc. (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 or related document thereto, 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 12th day of November, 2019.

 

  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
   
  JFL EQUITY INVESTORS IV, L.P.
   
    By: JFL GP Investors IV, LLC,
      its: General Partner
   
      By: /s/ C. Alexander Harman
        C. Alexander Harman, Manager
   
  JFL GP INVESTORS IV, LLC
   
      By: /s/ C. Alexander Harman
        C. Alexander Harman, Manager
   
  JFL-NRCG ANNEX FUND, LP
   
    By: JFL GP Investors III, LLC,
      its: General Partner
   
      By: /s/ C. Alexander Harman
        C. Alexander Harman, Manager