UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒ Filed by a party other than the Registrant ☐
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the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under §240.14a-12
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Hennessy
Capital Acquisition Corp. III
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Total
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Fee
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Filing
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Date
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On
October 11, 2018, Hennessy Capital Acquisition Corp. III (the “Company”) issued a press release announcing that NRC
Group Holdings, LLC has received a permit for its landfill facility located in Pecos County, Texas.
Below
is a copy of such press release issued by the Company on October 11, 2018, which is being filed herewith as definitive additional
proxy material.
NRC Group Receives Permit for Permian Basin
Waste Disposal Landfill
-Pecos County, Texas Permit Highlights Strength
of NRC’s Near-Term Waste Expansion Strategy-
NEW YORK and GREAT RIVER, NEW YORK – October 11,
2018
–
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 Group’s 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 Group’s 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 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.
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 Company’s
stockholders and other interested persons are advised to read the definitive proxy statement, in connection with the Company’s
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 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
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 Company’s stockholders in connection with the Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the
Business Combination is set forth in the Company’s definitive proxy statement dated October 1, 2018 on file with the SEC.
You can find more information about the Company’s directors and executive officers in the Company’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 the Company’s definitive
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) references with
respect to the anticipated benefits of the Business Combination; (2) the projection of future financial performance of NRC Group,
NRC Group’s operating companies and HCAC following the Business Combination; (3) changes in the market for NRC Group’s
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 Company’s 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 Company’s 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 Company’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.
Contacts:
Hennessy Capital Acquisition
Corp. III
Nicholas A. Petruska, (312)
803-0372
Executive Vice President and CFO
npetruska@hennessycapllc.com
Lou O’Brien
NRC Group
Holdings, LLC
louobrien@nrcc.com
Liolios Group, Investor Relations
Cody Slach
(949) 574-3860
HCAC@liolios.com
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