UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ___)*
US ECOLOGY,
INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
91734M103
(CUSIP Number)
November 1, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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: 91734M103
Page: Page 2 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRC-SES Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 4,512,218 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 4,512,218 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,512,218 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.4% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 3 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRC Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 2,932,942 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 2,932,942 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,932,942 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 4 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRC (JA) Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 2,932,942 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 2,932,942 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,932,942 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 5 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRC Int. (JA) Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 2,932,942 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 2,932,942 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,932,942 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% |
| 14 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 65% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 6 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-SES Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,579,276 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 1,579,276 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,276 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 7 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-SES Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,579,276 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 1,579,276 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,276 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 8 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-SES (JA) Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,579,276 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 1,579,276 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,276 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 9 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-SES Int. (JA) Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,579,276 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 1,579,276 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,276 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) represent a 35% pecuniary interest in the shares held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”). JFL-NRC has a 65% pecuniary interest in the shares held by JFL Partners and JFL-SES has a 35% pecuniary interest in the shares held by JFL Partners.
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 10 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL AIV Investors III-JA, L.P |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 4,512,218 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 4,512,218 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,512,218 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.4% |
| 12 |
TYPE OF REPORTING PERSON PN |
| (1) |
These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 11 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRCG Holdings III, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 74,698 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 74,698 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,698 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) * |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) | These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRCG Holdings III, LLC (“JFL-NRCG III”). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP (“Annex Fund”). Annex Fund is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
| * | Represents less than 1%. |
CUSIP: 91734M103
Page: Page 12 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRCG Annex Fund, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 74,698 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 74,698 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,698 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) * |
| 14 |
TYPE OF REPORTING PERSON PN |
| (1) | These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRCG Holdings III, LLC (“JFL-NRCG III”). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP (“Annex Fund”). Annex Fund is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
| * | Represents less than 1%. |
CUSIP: 91734M103
Page: Page 13 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL GP Investors III, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 4,586,916 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 4,586,916 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,586,916 (1)(2) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.6% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) |
Includes 4,512,218 shares of US Ecology, Inc. (the “Issuer”) common stock, par value $0.01 per share (“Common Stock”) held by JFL-NRC-SES Partners, LLC (“JFL Partners”). JFL Partners may be deemed to be controlled by its sole members, JFL-NRC Partners, LLC (“JFL-NRC”) and JFL-SES Partners, LLC (“JFL-SES”).
JFL-SES is controlled by JFL-SES Holdings, LLC (“JFL-SES Holdings”), which is controlled by its member JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”), which is controlled by its sole member JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”), which is controlled by its member JFL AIV Investors III-JA, L.P. (“JFL AIV JA”).
JFL-NRC is controlled by its member JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”), which is controlled by its sole member JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”), which is controlled by its member JFL AIV JA.
JFL AIV JA is controlled by its general partner, JFL GP Investors III, LLC (“Ultimate GP III”). Ultimate GP III is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman.
|
| (2) | Includes 74,698 shares of Common Stock held by JFL-NRCG Holdings III, LLC (“JFL-NRCG III”). JFL-NRCG III may be deemed to be controlled by its managing member, JFL-NRCG Annex Fund, LP (“Annex Fund”). Annex Fund is controlled by its general partner, Ultimate GP III. |
CUSIP: 91734M103
Page: Page 14 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL-NRCG Holdings IV, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 853,882 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 853,882 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 853,882 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7% |
| 14 |
TYPE OF REPORTING PERSON OO |
| (1) | These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP (“JFL Equity Investors IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“Ultimate GP IV”). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 15 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL Equity Investors IV, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 853,882 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 853,882 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 853,882 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) | These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP (“JFL Equity Investors IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“Ultimate GP IV”). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 16 of 21
| 1 |
NAMES OF REPORTING PERSONS JFL GP Investors IV, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
|
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 853,882 |
| 6 |
SHARED VOTING POWER 0 |
|
| 7 |
SOLE DISPOSITIVE POWER 853,882 |
|
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 853,882 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7% |
| 12 |
TYPE OF REPORTING PERSON OO |
| (1) | These securities of US Ecology, Inc. (the “Issuer”) are held by JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”). JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV, LP (“JFL Equity Investors IV”). JFL Equity Investors IV is controlled by its general partner, JFL GP Investors IV (“Ultimate GP IV”). Ultimate GP IV is controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. |
CUSIP: 91734M103
Page: Page 17 of 21
Item 1(a). Name of Issuer: US Ecology, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Officers: 101 S. Capitol Blvd., Suite 1000, Boise, Idaho 83702.
Item 2(a). Name of Person Filing:
JFL-NRC-SES Partners, LLC (“JFL Partners”)
JFL-NRC Partners, LLC (“JFL-NRC”)
JFL-NRC (JA) Holdings, LLC (“JFL-NRC (JA)”)
JFL-NRC Int. (JA) Holdings, LLC (“JFL-NRC Int.”)
JFL-SES Partners, LLC (“JFL-SES”)
JFL-SES Holdings, LLC (“JFL-SES Holdings”)
JFL-SES (JA) Holdings, LLC (“JFL-SES (JA)”)
JFL-SES Int. (JA) Holdings, LLC (“JFL-SES Int.”)
JFL AIV Investors III-JA, L.P. (“JFL AIV JA”)
JFL GP Investors III, LLC (“Ultimate GP III”)
JFL-NRCG Holdings III, LLC (“JFL-NRCG III”)
JFL-NRCG Annex Fund, L.P. (“Annex Fund”)
JFL-NRCG Holdings IV, LLC (“JFL-NRCG IV”)
JFL Equity Investors IV, LP (“JFL Equity Investors IV”)
JFL GP Investors IV, LLC (“Ultimate GP IV”)
*Each a “Reporting Person,” and collectively, the “Reporting Persons”).
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for all persons filing is:
110 East 59th Street, 27th Floor, New York, NY 10022
Item 2(c). Citizenship: See Item 4 of each cover page.
Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share.
Item 2(e). CUSIP No.: 91734M103.
Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.
Item 4. Ownership.
Amount beneficially owned: See Item 9 of each cover page.
Percent of class: See Item 11 of each cover page.
Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
The ownership percentages are calculated based upon 31,418,494 shares of the Issuer’s Common Stock outstanding as of November 7, 2019.
CUSIP: 91734M103
Page: Page 18 of 21
JFL Partners may be deemed to be controlled by its sole members, JFL-NRC and JFL-SES. JFL-SES is controlled by JFL-SES Holdings, which is controlled by its member JFL-SES (JA), which is controlled by its sole member JFL-SES Int., which is controlled by its member JFL AIV JA. JFL-NRC is controlled by its member JFL-NRC (JA), which is controlled by its sole member JFL-NRC Int., which is controlled by its member JFL AIV JA. JFL AIV JA is controlled by its general partner, Ultimate GP III.
JFL-NRCG III may be deemed to be controlled by its managing member, Annex Fund, LP. Annex Fund is controlled by its general partner, Ultimate GP III.
JFL-NRCG IV may be deemed to be controlled by its managing member, JFL Equity Investors IV. JFL Equity Investors IV is controlled by its general partner, Ultimate GP IV.
Ultimate GP III and Ultimate GP IV are controlled by its managers Messrs. John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman. Decision-making authority requires at a minimum 3 of 4 managers.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person or other person named herein is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered by this statement.
Certain of the Reporting Persons are parties to an Investor Agreement with the Issuer, which contains, among other things, a standstill agreement for a period of 120 days from November 1, 2019, and lock-up restrictions on the securities covered by this statement for a period of 60, 90, and 120 days from November 1, 2019 with respect to, at the end of each such lock-up period, 1/3 of the shares held by the Reporting Persons at November 1, 2019. Certain Reporting Persons are also party to that certain Registration Rights Agreement with the Issuer containing customary registration rights.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Except as described in Item 4 of this statement, to the knowledge of the Reporting Persons, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this statement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP: 91734M103
Page: Page 19 of 21
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.
| Dated: November 12, 2019 | JFL-NRC-SES Partners, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-NRC Partners, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-NRC (JA) Holdings, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-NRC Int. (JA) Holdings, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-SES Partners, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-SES Holdings, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-SES (JA) Holdings, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-SES Int. (JA) Holdings, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
CUSIP: 91734M103
Page: Page 20 of 21
| Dated: November 12, 2019 | JFL AIV Investors III-JA, L.P. | |
| By: JFL GP Investors III, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| Dated: November 12, 2019 | JFL GP Investors III, LLC | |
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| Dated: November 12, 2019 | JFL GP Investors IV, LLC | |
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| Dated: November 12, 2019 | JFL Equity Investors IV, L.P. | |
| By: JFL GP Investors IV, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| Dated: November 12, 2019 | JFL-NRCG Holdings III, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-NRCG Holdings IV, LLC | |
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| Dated: November 12, 2019 | JFL-NRCG Annex Fund, LP | |
| By: JFL GP Investors III, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
CUSIP: 91734M103
Page: Page 21 of 21
EXHIBIT INDEX
|
Exhibit
Number |
Title | |
| 1 | Joint Filing Agreement dated November 12, 2019 | |
| 2. | Power of Attorney |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including any amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of US Ecology, Inc. beneficially owned by each of them, and agrees that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned executed this Joint Filing Agreement as of November 12, 2019.
| JFL-NRC-SES Partners, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-NRC Partners, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-NRC (JA) Holdings, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-NRC Int. (JA) Holdings, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-SES Partners, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-SES Holdings, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-SES (JA) Holdings, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-SES Int. (JA) Holdings, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL AIV Investors III-JA, L.P. | ||
| By: JFL GP Investors III, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| JFL GP Investors III, LLC | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| JFL GP Investors IV, LLC | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| JFL Equity Investors IV, L.P. | ||
| By: JFL GP Investors IV, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
| JFL-NRCG Holdings III, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-NRCG Holdings IV, LLC | ||
| By: | /s/ David Rattner | |
| Name: | David Rattner | |
| Title: | Secretary | |
| JFL-NRCG Annex Fund, LP | ||
| By: JFL GP Investors III, LLC | ||
| Its: General Partner | ||
| By: | /s/ David Rattner, attorney-in-fact | |
| Name: | David Rattner | |
Exhibit 2
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints David L. Rattner the undersigned’s true and lawful attorney-in-fact to:
| 1. | execute for and on behalf of the undersigned, in the undersigned’s capacity as a deemed beneficial owner of stock of US Ecology, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a), or Schedules 13D or 13G in accordance with Section 13, of the Securities Exchange Act of 1934 and the rules thereunder; |
| 2. | do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or Schedules 13D or 13G or related document thereto, and timely file any such form or forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and |
| 3. | take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion. |
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever, necessary or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
The execution by the undersigned of this power of attorney hereby expressly revokes and terminates any powers of attorney previously granted by the undersigned with respect to Forms 3, 4 and 5, or Schedules 13D or 13G. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D or 13G, with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of the 12th day of November, 2019.
| JFL AIV INVESTORS III-JA, L.P. | ||||
| By: | JFL GP Investors III, LLC, | |||
| its: General Partner | ||||
| By: | /s/ C. Alexander Harman | |||
| C. Alexander Harman, Manager | ||||
| JFL GP INVESTORS III, LLC | ||||
| By: | /s/ C. Alexander Harman | |||
| C. Alexander Harman, Manager | ||||
| JFL EQUITY INVESTORS IV, L.P. | ||||
| By: | JFL GP Investors IV, LLC, | |||
| its: General Partner | ||||
| By: | /s/ C. Alexander Harman | |||
| C. Alexander Harman, Manager | ||||
| JFL GP INVESTORS IV, LLC | ||||
| By: | /s/ C. Alexander Harman | |||
| C. Alexander Harman, Manager | ||||
| JFL-NRCG ANNEX FUND, LP | ||||
| By: | JFL GP Investors III, LLC, | |||
| its: General Partner | ||||
| By: | /s/ C. Alexander Harman | |||
| C. Alexander Harman, Manager | ||||