Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

NRC Group Holdings Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

629375 106

(CUSIP number)

Jennifer M. Pulick

General Counsel

Cyrus Capital Partners, L.P.

65 East 55th Street, 35th Floor

New York, New York 10022

(212) 380-5800

(Name, address and telephone number of person authorized to receive notices and communications)

July 23, 2019

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 629375 106

 

1.		NAMES OF REPORTING PERSONS   SBTS, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   5,728,415 (1)
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   5,728,415 (1)
				10.		SHARED DISPOSITIVE POWER:   0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   5,728,415 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.5% (1)(2)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)

Includes 4,240,000 shares of common stock of NRC Group Holdings Corp. (the Issuer) issuable upon the conversion of 530,000 shares of the Issuers 7% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) and 25,000 shares of common stock of the Issuer issuable upon the exercise of stock options (the Options) granted to John Rapaport, a member of the Issuers Board of Directors (the Board), who serves on the Board as a representative of SBTS, LLC (SBTS) and its affiliates and holds the Options for the benefit of SBTS.

(2)

Based on 38,050,385 shares of common stock of the Issuer outstanding as of June 21, 2019, as disclosed in the Agreement and Plan of Merger, dated as of June 23, 2019, by and among US Ecology, Inc., US Ecology Parent, Inc., Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and the Issuer (the Merger Agreement), filed as Exhibit 2.1 to the Issuers Form 8-K filed with the Securities and Exchange Commission (SEC) on June 24, 2019.

CUSIP No. 629375 106

 

1.		NAMES OF REPORTING PERSONS   Cyrus Capital Partners, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   5,728,415 (1)
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   5,728,415 (1)
				10.		SHARED DISPOSITIVE POWER:   0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   5,728,415 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.5% (1)(2)
14.		TYPE OF REPORTING PERSON*   PN

 

(1)

Includes 4,240,000 shares of common stock of the Issuer issuable upon the conversion of 530,000 shares of the Issuers Series A Preferred Stock and 25,000 shares of common stock of the Issuer issuable upon the exercise of the Options granted to John Rapaport, a member of the Board, who serves on the Board as a representative of SBTS and its affiliates and holds the Options for the benefit of SBTS.

(2)	Based on 38,050,385 shares of common stock of the Issuer outstanding as of June 21, 2019, as disclosed in the Merger Agreement, filed as Exhibit 2.1 to the Issuers Form 8-K filed with the SEC on June 24, 2019.

CUSIP No. 629375 106

 

1.		NAMES OF REPORTING PERSONS   Cyrus Capital Partners GP, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   5,728,415 (1)
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   5,728,415 (1)
				10.		SHARED DISPOSITIVE POWER:   0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   5,728,415 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.5% (1)(2)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)

Includes 4,240,000 shares of common stock of the Issuer issuable upon the conversion of 530,000 shares of the Issuers Series A Preferred Stock and 25,000 shares of common stock of the Issuer issuable upon the exercise of the Options granted to John Rapaport, a member of the Board, who serves on the Board as a representative of SBTS and its affiliates and holds the Options for the benefit of SBTS.

(2)	Based on 38,050,385 shares of common stock of the Issuer outstanding as of June 21, 2019, as disclosed in the Merger Agreement, filed as Exhibit 2.1 to the Issuers Form 8-K filed with the SEC on June 24, 2019.

CUSIP No. 629375 106

 

1.		NAMES OF REPORTING PERSONS   Stephen C. Freidheim
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   5,728,415 (1)
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   5,728,415 (1)
				10.		SHARED DISPOSITIVE POWER:   0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   5,728,415 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.5% (1)(2)
14.		TYPE OF REPORTING PERSON*   IN

 

(1)

Includes 4,240,000 shares of common stock of the Issuer issuable upon the conversion of 530,000 shares of the Issuers Series A Preferred Stock and 25,000 shares of common stock of the Issuer issuable upon the exercise of the Options granted to John Rapaport, a member of the Board, who serves on the Board as a representative of SBTS and its affiliates and holds the Options for the benefit of SBTS.

(2)	Based on 38,050,385 shares of common stock of the Issuer outstanding as of June 21, 2019, as disclosed in the Merger Agreement, filed as Exhibit 2.1 to the Issuers Form 8-K filed with the SEC on June 24, 2019.

Amendment No. 2 to Schedule 13D

The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission (the SEC) by SBTS, LLC (SBTS), Cyrus Capital Partners, L.P. (Cyrus Capital Partners), Cyrus Capital Partners GP, L.L.C. (Cyrus Capital GP), and Stephen C. Freidheim (collectively, the Reporting Persons) on October 26, 2018, as amended by Amendment No. 1 filed on July 9, 2019. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 4.

Purpose of Transaction.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On July 23, 2019, SBTS filed a complaint (the Complaint) against the Issuer, NRC Group Holdings LLC (NRC Holdings) and U.S. Ecology, Inc. (U.S. Ecology, and together with the Issuer and NRC Holdings, the Defendants) in the Court of Chancery of the State of Delaware (the Chancery Court) to enforce rights granted to it in the Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp., dated as of October 17, 2018 (the COD). The Complaint states that the proposed conversion (the Involuntary Conversion) of the Issuers 7.00% Series A Convertible Cumulative Preferred Stock (the Series A Preferred Stock) into a certain number of shares of common stock issued by U.S. Ecology Parent, Inc. pursuant to the transaction (the Merger) contemplated by the Agreement and Plan of Merger, dated as of June 23, 2019, by and among US Ecology, US Ecology Parent, Inc., Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and the Issuer, breaches provisions of the COD and violates § 242 of the Delaware General Corporation Law, which the Complaint states require SBTS, as the majority holder of the Series A Preferred Stock, to consent to any conversion of the Series A Preferred Stock. The Complaint states that SBTS has not consented to the Involuntary Conversion.

As previously disclosed, SBTS negotiated specifically for many of the protections that the Issuer now proposes to breach with the Involuntary Conversion and the Complaint states that SBTS will be harmed irreparably by the Involuntary Conversion. The Complaint seeks to have the Chancery Court enter a declaratory judgment prohibiting the Involuntary Conversion and also grant injunctive relief to prevent the Defendants from consummating the Merger.

The foregoing description of the Complaint does not purport to be complete and is qualified in its entirety by reference to the text of the Complaint, which is filed as Exhibit 99.1, and is incorporated herein by reference.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Issuers Board of Directors, price levels of the Issuers securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit		Description
99.1		Complaint filed with the Court of Chancery of the State of Delaware on July 23, 2019.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 26, 2019