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Hennessy Capital Closes Acquisition of NRC Group.

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Vincent

MANews-(C)2009-2018

18 October 2018 - US-based blank check company Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U) (NYSE: HCAC) (NYSE: HCAC.WS) has closed its acquisition of all of the issued and outstanding membership interests of Texas, US-based JFLCO portfolio company NRC Group Holdings, LLC from JFL-NRC-SES Partners, LLC, the company said.

There is no requirement that stockholders affirmatively vote for or against the Business Combination at the Special Meeting in order to redeem their shares for cash.

Hennessy Capital Acquisition previously entered into definitive subscription agreements with both new and existing institutional investors for approximately USD 85m of the company's preferred and common equity securities consisting of approximately USD 62m of shares of the company's 7.00% series A convertible preferred stock at a cash purchase price of USD 100.00 per share (initial conversion price of USD 12.50 per share) and approximately USD 23m of shares of the company's common stock at a cash purchase price of USD 10.25 per share in connection with HCAC's previously announced acquisition of all of the issued and outstanding membership interests of NRC Group Holdings, LLC from JFL-NRC-SES Partners, LLC.

As a result of these subscription agreements and the previously-announced investment from Nomura Securities International, Inc., HCAC has secured all the required financing necessary to complete the proposed transaction.

The proposed transaction will introduce NRC Group as a publicly traded company with an anticipated initial enterprise value of approximately USD 748m.

HCAC has secured all the required financing to complete the proposed transaction and related refinancing, including a fully-committed equity capital commitment of up to USD 125m from Nomura Securities International, Inc. which can be exercised in whole or in part at HCAC's election. Additional terms of the transaction were not disclosed.

Following the consummation of the transaction, NRC Group will be a wholly-owned direct subsidiary of HCAC. Investment affiliates of JFLCO will continue to own a significant equity position in the public company as part of the transaction.

Following the closing of the...

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