Hennessy Capital Acquisition Corp. III
3485 N. Pines Way, Suite 110
Wilson, Wyoming 83014
(307) 734-7879
June 13, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention: Russell Mancuso
| Re: | Hennessy Capital Acquisition Corp. III |
Registration Statement on Form S-1
Submitted May 30, 2017
File No. 333-218341
Dear Mr. Mancuso:
Hennessy Capital Acquisition Corp. III (the “Company,” “Hennessy Capital,” “we,” “our” or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated June 9, 2017 (the “Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). Select pages of the Registration Statement, Exhibit 10.2 and Exhibit 5.1 are enclosed herewith as Exhibit A, B and C, respectively, showing our proposed changes to such documents. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.
The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.
Summary, page 1
| 1. | We note your revisions in response to prior comment 2; however, it is unclear whether the remaining information is balanced. Please tell us whether Daseke experienced revenue growth at the disclosed rate after 2015 and whether income grew at the same rate. |
We have deleted the references to Daseke’s revenues and revenue growth in the Registration Statement (Exhibit A) in response to the Staff’s comment.
U.S. Securities and Exchange Commission
Division of Corporation Finance
June 13, 2017
Page 2 of 3
Transfers of Founder Shares and Private Placement Warrants, page 102
| 2. | Please reconcile your disclosure revised in response to prior comment 6 with section 7(c) of exhibit 10.2, which indicates that some permitted transferees will not have to enter the disclosed agreement. |
We have revised Exhibit 10.2 (Exhibit B) to conform to the disclosure in the Registration Statement such that it applies to all permitted transferees.
| 3. | We note your response to prior comment 7. However, sections 1 through 3 of exhibit 10.2 do not appear to apply to permitted transferees as section 7(c) refers only to transferees agreeing to follow section 7’s “transfer restrictions.” Tell us which section of which exhibit includes the transferees’ agreements regarding voting, the trust account and liquidation distributions. |
We have revised the Registration Statement (Exhibit A) and Section 7(c) of Exhibit 10.2 (Exhibit B) to clarify that permitted transferees must also agree to comply with the other terms of such agreement.
Public Stockholders’ Warrants, page 108
| 4. | Reconcile your revisions in response to prior comment 8 that holders can exercise warrants on a cashless basis when the exercise is not registered with section 7.4.1 of exhibit 4.4 which appears to permit such cashless exercise only after the 61st business day after closing of a business combination. |
We have revised the Registration Statement (Exhibit A) to clarify that we will be required to permit holders to exercise their warrants on a cashless basis if the shares issuable upon exercise of the warrants are not registered under the Securities Act of 1933, as amended, within 60 business days following the closing of a business combination.
Exhibit 5.1
| 5. | We note your response to prior comment 10; however, exhibit 5.1 continues to be conditioned on the warrant agreement being executed and delivered. File a revised opinion that does not include conditions that have the effect of excluding material facts or legal conclusions underlying the opinion. |
We have revised Exhibit 5.1 (Exhibit C) in response to the Staff’s comment.
* * *
U.S. Securities and Exchange Commission
Division of Corporation Finance
June 13, 2017
Page 3 of 3
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Hennessy Capital’s legal counsel, Stuart Neuhauser, Esq., or Joshua Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
| Very truly yours, | ||
| HENNESY CAPITAL ACQUISITION CORP. III | ||
| By: | /s/ Daniel J. Hennessy | |
| Name: | Daniel J. Hennessy | |
| Title: | Chairman and Chief Executive Officer | |
| cc: | Ellenoff Grossman & Schole LLP |
| Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit A
| A-1 |
| A-2 |
| A-3 |
| A-4 |
| A-5 |
Exhibit B
7. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).
(b) The Sponsor and each Insider agrees that it, he or she shall not effectuate any Transfer of Private Placement Warrants or Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants are permitted to (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor or any of its members; (b) in the case of an individual, by a gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that intheany caseof clauses (a) through (e), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictionsand the other terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
8. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company is true and accurate in all respects and does not omit any material information with respect to the undersigned’s background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding.
9. Except as disclosed in the Prospectus, neither the Sponsor or any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of a Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds of the Public Offering held in the Trust Account prior to the completion of a Business Combination: (a) repayment of a loan and advances of up to an aggregate of $300,000 made to the Company by the Sponsor; (b) monthly payments of $25,000 following the consummation of the Public Offering, of which 50% is payable upon successful completion of a Business Combination to the Company’s chief financial officer, for services provided to the Company; (c) monthly deferred fees of $100,000 and $50,000 to the Company’s chief executive officer and chief operating officer, respectively, for services provided to the Company, of which 100% is payable upon successful completion of a Business Combination; (d) payment to an affiliate of the Sponsor for office space, utilities and secretarial support for a total of $15,000 per month; (e) reimbursement for any reasonable out-of-pocket
| B-1 |
Exhibit C
May 30June[●], 2017
Hennessy Capital Acquisition Corp. III
3485 N. Pines Way, Suite 110
Wilson, Wyoming 83014
| Re: | Registration Statement of Hennessy Capital Acquisition Corp. III |
Ladies and Gentlemen:
We have acted as counsel to Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”) in connection with the registration by the Company with the United States Securities and Exchange Commission of up to 25,875,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”) of the Company and one-half of one warrant of the Company, each whole warrant to purchase one share of Common Stock (the “Warrant”), pursuant to a Registration Statement on Form S-1 initially filed by the Company with the Commission on May 30, 2017 (as amended, the “Registration Statement”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
1. Units. When the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”) and when the offering is completed as contemplated by the Registration Statement, such Units will be validly issued, fully paid and non-assessable.
2. Common Stock. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the shares of Common Stock will be validly issued, fully paid and non-assessable.
3. Warrants. When the Registration Statement becomes effective under the Act, when the warrant agreement under which the Warrants are to be issued (the “Warrant Agreement”) is duly executed and delivered, and when the Warrants underlying the Units are issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, such Warrants will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution, all applicable judicial and regulatory determinations in connection therewith and, as to the Units and the Warrants constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Very truly yours,
| /s/ Ellenoff Grossman & Schole LLP |
C-1