Market Overview

Hennessy Capital Acquisition Corp. III Announces $85 Million in Equity Capital Commitments

Share:

- All financing required to complete its proposed business combination
with NRC Group fully-committed -

- Transaction expected to be completed in October 2018 -

Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC,
HCAC.WS) ("HCAC" or the "Company") announced today that it has entered
into definitive subscription agreements with both new and existing
institutional investors for approximately $85.0 million of the Company's
preferred and common equity securities consisting of approximately $62.0
million of shares of the Company's 7.00% Series A Convertible Preferred
Stock at a cash purchase price of $100.00 per share (initial conversion
price of $12.50 per share) and approximately $23.0 million of shares of
the Company's common stock at a cash purchase price of $10.25 per share
in connection with HCAC's previously announced acquisition (the
"proposed transaction") of all of the issued and outstanding membership
interests of NRC Group Holdings, LLC ("NRC Group") 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 is subject to customary closing conditions,
including Company stockholder approval and the receipt of proceeds from
the proposed equity financing activities, and is expected to close
promptly following HCAC's special meeting of stockholders to approve the
proposed transaction. The parties expect the proposed transaction to be
completed in October 2018. Following the satisfaction of these customary
closing conditions and upon consummation of the proposed transaction,
NRC Group will be a wholly-owned direct subsidiary of HCAC.

Credit Suisse Securities (USA) LLC, Stifel and Nomura Securities
International, Inc. acted as joint private placement agents in
connection with the subscription agreements.

Additional information about the proposed transaction is described in
HCAC's preliminary proxy statement relating to the acquisition, which
HCAC filed with the U.S. Securities and Exchange Commission (the "SEC")
on July 20, 2018.

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 company's acquisition and value creation strategy is to
identify, acquire and, after its initial business combination, build an
industrial/infrastructure manufacturing, distribution or services
business. For additional information, please visit www.hennessycapllc.com.
No portion of HCAC's website is incorporated by reference into or
otherwise deemed to be a part of this news release.

Additional Information About The Transaction And Where To Find It

The proposed transaction will be submitted to stockholders of HCAC for
their consideration. HCAC has filed with the SEC a preliminary and
intends to file with the SEC a definitive proxy statement in connection
with the proposed transaction and other matters and will mail a
definitive proxy statement and other relevant documents to its
stockholders as of the record date established for voting on the
proposed transaction. HCAC's stockholders and other interested persons
are advised to read the preliminary proxy statement filed with the SEC
on July 20, 2018 and, once available, any amendments thereto and the
definitive proxy statement, in connection with HCAC's solicitation of
proxies for its special meeting of stockholders to be held to approve,
among other things, the proposed transaction, because these documents
will contain important information about HCAC, NRC Group and the
proposed transaction. Stockholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well as
other documents filed with the SEC regarding the proposed transaction
and other documents filed with the SEC by HCAC, without charge, at the
SEC's 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

HCAC, JFL-NRC-SES, 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 HCAC's stockholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of HCAC's stockholders in
connection with the proposed transaction is set forth in HCAC's proxy
statement. You can find more information about HCAC's directors and
executive officers in HCAC's 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
HCAC's proxy statement, which can be obtained free of charge from the
sources indicated above.

Forward‐Looking Statements

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) the financing component of the
proposed transaction, including the subscription agreements described
above; (2) references with respect to the anticipated benefits of the
proposed transaction; (3) the projection of future financial performance
of NRC Group, NRC Group's operating companies and HCAC following the
proposed transaction; (4) changes in the market for NRC Group's services
and expansion plans and opportunities; (5) future acquisition or
additional business combinations; (6) the sources and uses of cash; (7)
the management and board composition of the Company following the
proposed transaction; (8) the anticipated capitalization and enterprise
value of the Company following the transaction; (9) the continued
listing of the Company's securities on the NYSE American; and (10) the
expected date of closing the transaction.

These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially and adversely from those expressed
in any forward-looking statement. Important risk factors that may cause
such a difference in connection with the proposed transaction 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, JFL-NRC-SES or HCAC following announcement of the proposed
transaction 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
HCAC, consummate the anticipated financing, obtain necessary approval
from governmental authorities or satisfy other conditions to the closing
of the proposed transaction; (4) the ability to obtain or maintain the
listing of the Company's securities on the NYSE American following the
proposed transaction; (5) the risk that the proposed transaction
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 proposed
transaction, 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 proposed transaction; (8) changes in applicable laws
or regulations; (9) the possibility that NRC Group or HCAC may be
adversely affected by other economic, business, and/or competitive
factors; and (10) other risks associated with the proposed transaction,
as more fully discussed in the proxy statement to be filed by HCAC with
the SEC in connection with the proposed transaction. 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 HCAC nor JFL-NRC-SEC 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, project or
estimate of the future financial performance of HCAC, NRC Group, or the
combined company, following the implementation of the proposed
transaction or otherwise. In addition, actual results are subject to
other risks identified in HCAC's 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.

View Comments and Join the Discussion!