Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (HCAC or the Company) and NRC Group Holdings, LLC (NRC Group), which HCAC expects to acquire from J.F. Lehman & Company (JFLCo) this month, today announced that NRC Group has received a permit for its landfill facility located in Pecos County, Texas, which lies within the Permian Basin. Construction will begin immediately, with operations expected to commence in early 2019, in line with the anticipated schedule and consistent with fiscal year 2019 revenue and adjusted EBITDA guidance.
This permit validates NRC Groups near-term waste expansion strategy, said Daniel J. Hennessy, Chairman and CEO of HCAC. We look forward to continuing to invest in our waste disposal business to better serve the needs of our customers and believe we can accelerate our waste expansion strategy as a public company.
NRC Group is in the process of expanding its waste disposal capabilities into the Permian Basin to meet the growing demands of its existing waste disposal and environmental services customers. This new facility is modeled on the success of its existing Karnes County facility, and NRC Group believes its experience there could result in similar strong customer adoption rates.
NRC Group CEO Chris Swinbank commented: We have been serving our customers in the Permian Basin for over six years through our environmental services business and look forward to offering those same customers our unique and compelling disposal capabilities, many of which already work with us in the Eagle Ford at our existing Karnes County landfill facility. After the completion of our Pecos County landfill and our other planned Permian facilities in Reagan and Andrews County, we will be able to serve our customers wherever they need us by providing access to waste disposal services covering the majority of drilling activity in the Permian Basin. The combination of our environmental services and waste disposal offerings gives NRC Group the unique ability to provide a cradle-to-grave solution for our customers waste streams from the point of generation all the way through the ultimate deposit at one of our landfill facilities.
About NRC Group and JFLCo
NRC Group is a portfolio company of investment affiliates of JFLCo, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government and environmental sectors. NRC Group is a global provider of comprehensive environmental, compliance and waste management services to the marine and rail transportation, general industrial and energy markets. NRC Groups broad range of capabilities includes standby, environmental and waste disposal services, and enable it to provide a global reach to meet the critical, non-discretionary needs of its more than 5,000 customers across diverse end markets. NRC Group was established in June 2018 through the combination of two businesses, National Response Corporation and Sprint Energy Services, both previously operating separately under the ownership of investment affiliates of JFLCo. For more information, please visit www.nrcc.com. For more information on JFLCo, please visit www.jflpartners.com. No portion of the websites referenced in this paragraph is incorporated by reference into or otherwise deemed to be a part of this news release.
About Hennessy Capital Acquisition Corp. III
Hennessy Capital Acquisition Corp. III is a blank check company founded by Daniel J. Hennessy and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Companys acquisition and value creation strategy is to identify, acquire and, after its initial business combination, build an industrial/infrastructure manufacturing, distribution or services business.
Additional Information About the Proposed Business Combination and Where to Find It
The proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company has filed with the SEC a definitive proxy statement on October 1, 2018 in connection with the Business Combination and related matters and will mail the definitive proxy statement and other relevant documents to its stockholders as of the October 1, 2018 record date established for voting on the proposed transaction. The Companys stockholders and other interested persons are advised to read the definitive proxy statement, in connection with the Companys solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because this document will contain important information about the Company, NRC Group and the Business Combination. Stockholders may also obtain a copy of the definitive proxy statement as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by HCAC, without charge, at the SECs website located at www.sec.gov or by directing a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants in the Solicitation
The Company, JFLCo, NRC Group, and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Companys stockholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Companys stockholders in connection with the Business Combination is set forth in the Companys definitive proxy statement dated October 1, 2018 on file with the SEC. You can find more information about the Companys directors and executive officers in the Companys Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are included in the Companys definitive proxy statement, which can be obtained free of charge from the sources indicated above.
This news release includes, or incorporates by reference, forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, target or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the Business Combination; (2) the projection of future financial performance of NRC Group, NRC Groups operating companies and HCAC following the Business Combination; (3) changes in the market for NRC Groups services and expansion plans and opportunities; (4) future acquisition or additional business combinations; (5) the financing component of the Business Combination, including any related subscription agreements; (6) the sources and uses of cash; (7) the management and board composition of the Company following the Business Combination; (8) the anticipated capitalization and enterprise value of the Company following the Business Combination; (9) the continued listing of the Companys securities on the NYSE American; and (10) the expected closing date of the Business Combination.
These forward-looking statements are not guarantees of future results and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement, and which include, but are not limited to, the following factors: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement between JFL-NRC-SES and HCAC; (2) the outcome of any legal proceedings that may be instituted against NRC Group, JFLCo or the Company following announcement of the Business Combination and related transactions; (3) the inability to complete the transactions contemplated by the purchase agreement between JFL-NRC-SES and HCAC due to the failure to obtain approval of the stockholders of the Company, consummate the anticipated financing, or satisfy other conditions to the closing of the Business Combination; (4) the ability to obtain or maintain the listing of the Companys securities on the NYSE American following the Business Combination; (5) the risk that the Business Combination disrupts the parties current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; (7) unexpected costs, charges or expenses related to or resulting from the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that NRC Group or the Company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks associated with the Business Combination, as more fully discussed in the definitive proxy statement filed by the Company with the SEC on October 1, 2018 in connection with the Business Combination. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this news release, which speak only as of this date. Neither the Company nor JFLCo nor NRC Group undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of the Company, NRC Group, or the combined company, following the implementation of the Business Combination or otherwise. In addition, actual results are subject to other risks identified in the Companys prior and future filings with the SEC, available at www.sec.gov.
No Offer or Solicitation
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Hennessy Capital Acquisition Corp. III
Nicholas A. Petruska, (312)
Executive Vice President and CFO
Group Holdings, LLC
Group, Investor Relations