NEW YORK–(BUSINESS WIRE)–Oct 2, 2018–Hennessy Basic Accretion Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (“HCAC” or the “Company”) today appear that advance affiliates of J.F. Lehman & Company, LLC (“JFLCo”) accept committed to a $50 actor disinterestedness advance in the proposed business aggregate (the “Business Combination”) with NRC Group Holdings, LLC (“NRC Group”).
“JFLCo’s advance in the Aggregation underscores the acute befalling of the proposed business combination,” said Daniel J. Hennessy, Chairman and CEO of HCAC. “JFLCo has endemic NRC back 2012 and played an active role in active the company’s action and amount conception plan to date, including the alliance with Sprint to anatomy NRC Group in June of this year. We apprehend their representation on our lath and now their cardinal advance to added abutment our advance plan.”
Commenting on its investment, JFLCo Partner and planned HCAC Lath Member C. Alexander Harman said: “We accept the transaction with HCAC and consecutive accessible advertisement will strengthen NRC Group’s adeptness to accomplish its advance targets. NRC Group is a different business characterized by its constant and repeatable banking achievement and cogent barriers to entry. Along with admiring bazaar altitude and a able industry outlook, we accept this aggregate to be awful compelling.”
JFLCo’s disinterestedness investment, which consists of both adopted and accepted stock, is actuality fabricated pursuant to the acceding of the ahead appear cable acceding anachronous June 25, 2018 amid the Aggregation and JFLCo and will aing essentially circumstantial with the Business Combination, which the parties apprehend to complete promptly afterward HCAC’s appropriate affair of stockholders appointed for October 17, 2018.
The Business Aggregate is accountable to accepted closing conditions, including Aggregation stockholder approval and the cancellation of gain from the proposed disinterestedness costs activities. Afterward the achievement of these accepted closing altitude and aloft cleanup of the Business Combination, HCAC will barter on the NYSE American beneath the ticker NRCG.
About NRC Group and JFLCo
NRC Group is a portfolio aggregation of JFLCo, a arch middle‐market clandestine disinterestedness close focused alone on the aerospace, defense, maritime, government and ecology sectors. NRC Group is a all-around provider of absolute environmental, acquiescence and decay administration casework to the abyssal and abuse transportation, accepted automated and activity markets. NRC Group’s ample ambit of capabilities includes standby, ecology and decay auctioning services, and accredit it to accommodate a all-around adeptness to accommodated the critical, non-discretionary needs of its added than 5,000 barter beyond assorted end markets. NRC Group was accustomed in June 2018 through the aggregate of two businesses, National Response Corporation and Sprint Activity Services, both ahead operating alone beneath the buying of advance affiliates of JFLCo. For added information, amuse appointment www.nrcc.com. For added advice on JFLCo, amuse appointment www.jflpartners.com. No allocation of the websites referenced in this branch is congenital by advertence into or contrarily accounted to be a allotment of this account release.
About Hennessy Basic Accretion Corp. III
Hennessy Basic Accretion Corp. III is a bare analysis aggregation founded by Daniel J. Hennessy and formed for the purpose of adeptness a merger, basic banal exchange, asset acquisition, banal purchase, about-face or agnate business aggregate with one or added businesses. The Company’s accretion and amount conception action is to identify, access and, afterwards its antecedent business combination, body an industrial/infrastructure manufacturing, administration or casework business.
Additional Advice About the Proposed Business Aggregate and Where to Accretion It
The proposed Business Aggregate will be submitted to stockholders of the Aggregation for their consideration. The Aggregation has filed with the Balance and Barter Commission (the “SEC”) a absolute proxy account on October 1, 2018 in affiliation with the Business Aggregate and accompanying affairs and will mail the absolute proxy account and added accordant abstracts to its stockholders as of the October 1, 2018 almanac date accustomed for voting on the proposed transaction. The Company’s stockholders and added absorbed bodies are brash to apprehend the absolute proxy statement, in affiliation with the Company’s address of proxies for its appropriate affair of stockholders to be captivated to approve, amid added things, the Business Combination, because this certificate will accommodate important advice about the Company, NRC Group and the Business Combination. Stockholders may additionally access a archetype of the absolute proxy account as able-bodied as added abstracts filed with the SEC apropos the Business Aggregate and added abstracts filed with the SEC by HCAC, after charge, at the SEC’s website amid at www.sec.gov or by administering a appeal to Nicholas A. Petruska, Controlling Vice President, Chief Banking Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by blast at (312) 803-0372.
Participants in the Solicitation
The Company, JFLCo, NRC Group, and assertive of their corresponding directors, controlling admiral and added associates of administration and advisers may, beneath SEC rules, be accounted to be participants in the solicitations of proxies from the Company’s stockholders in affiliation with the Business Combination. Advice apropos the bodies who may, beneath SEC rules, be accounted participants in the address of the Company’s stockholders in affiliation with the Business Aggregate is set alternating in the Company’s absolute proxy account anachronous October 1, 2018 on book with the SEC. You can accretion added advice about the Company’s admiral and controlling admiral in the Company’s Annual Report on Anatomy 10-K for the year concluded December 31, 2017, filed with the SEC on April 2, 2018. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests are included in the Company’s absolute proxy statement, which can be acquired chargeless of allegation from the sources adumbrated above.
This account absolution includes, or incorporates by reference, “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the United States Clandestine Balance Litigation Reform Act of 1995. Advanced statements may be articular by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or added agnate expressions that adumbrate or announce approaching contest or trends or that are not statements of absolute matters. Such advanced statements include, but are not bound to: (1) references with account to the advancing allowances of the Business Combination; (2) the bump of approaching banking achievement of NRC Group, NRC Group’s operating companies and HCAC afterward the Business Combination; (3) changes in the bazaar for NRC Group’s casework and amplification affairs and opportunities; (4) approaching accretion or added business combinations; (5) the costs basic of the Business Combination, including any accompanying cable agreements; (6) the sources and uses of cash; (7) the administration and lath acceding of the Aggregation afterward the Business Combination; (8) the advancing assets and action amount of the Aggregation afterward the Business Combination; (9) the connected advertisement of the Company’s balance on the NYSE American; and (10) the accepted closing date of the Business Combination.
These advanced statements are not guarantees of approaching after-effects and are accountable to assorted risks, uncertainties and assumptions that could account absolute after-effects to alter materially and abnormally from those bidding in any advanced statement, and which include, but are not bound to, the afterward factors: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the acquirement acceding amid JFL-NRC-SES and HCAC; (2) the aftereffect of any acknowledged affairs that may be instituted adjoin NRC Group, JFLCo or the Aggregation afterward advertisement of the Business Aggregate and accompanying transactions; (3) the disability to complete the affairs advised by the acquirement acceding amid JFL-NRC-SES and HCAC due to the abortion to access approval of the stockholders of the Company, able the advancing financing, or amuse added altitude to the closing of the Business Combination; (4) the adeptness to access or advance the advertisement of the Company’s balance on the NYSE American afterward the Business Combination; (5) the accident that the Business Aggregate disrupts the parties’ accepted affairs and operations as a aftereffect of the advertisement and cleanup of the affairs declared herein; (6) the adeptness to admit the advancing allowances of the Business Combination, which may be afflicted by, amid added things, antagonism and the adeptness of the accumulated business to abound and administer advance profitably; (7) abrupt costs, accuse or costs accompanying to or consistent from the Business Combination; (8) changes in applicative laws or regulations; (9) the achievability that NRC Group or the Aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; and (10) added risks associated with the Business Combination, as added absolutely discussed in the absolute proxy account filed by the Aggregation with the SEC on October 1, 2018 in affiliation with the Business Combination. Investors and abeyant investors are apprenticed not to abode disproportionate assurance on advanced statements in this account release, which allege alone as of this date. Neither the Aggregation nor JFLCo nor NRC Group undertakes any obligation to alter or amend about any advanced account to reflect approaching contest or circumstances. Nothing independent herein constitutes or will be accounted to aggregate a forecast, bump or appraisal of the approaching banking achievement of the Company, NRC Group, or the accumulated company, afterward the accomplishing of the Business Aggregate or otherwise. In addition, absolute after-effects are accountable to added risks articular in the Company’s above-mentioned and approaching filings with the SEC, accessible at www.sec.gov.
No Action or Solicitation
This account absolution does not aggregate an action to advertise or the address of an action to buy any securities, or a address of any vote or approval, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction.
View antecedent adaptation on businesswire.com:https://www.businesswire.com/news/home/20181002005179/en/
CONTACT: Hennessy Basic Accretion Corp. III
Nicholas A. Petruska, Controlling Vice President and CFO
Liolios Group, Investor Relations
KEYWORD: UNITED STATES NORTH AMERICA NEW YORK
INDUSTRY KEYWORD: MANUFACTURING AEROSPACE PROFESSIONAL SERVICES FINANCE ENVIRONMENT
SOURCE: Hennessy Basic Accretion Corp. III
Copyright Business Wire 2018.
PUB: 10/02/2018 08:30 AM/DISC: 10/02/2018 08:30 AM
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