J.F. Lehman & Company Acquires Heritage-Crystal Clean for $1.2 Billion

Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) is being acquired in a $1.2 billion all-cash deal. J.F. Lehman & Company, a private equity investment firm, is set to purchase the Illinois-based waste services provider.

The agreement stipulates that JFLCO will purchase all outstanding shares of Crystal Clean at $45.50 per share in cash, presenting a significant premium of about 24.9% to Crystal Clean's 60-day volume-weighted average price on July 19, 2023.

Brian Recatto, President, and CEO of Crystal Clean expressed his satisfaction with the acquisition.

"We are pleased to enter into this agreement with JFLCO, which we believe represents the best path forward for Crystal Clean to maximize value for our shareholders," he said. "For more than 20 years, we have executed on our mission and thoughtfully grown Crystal Clean to become the partner of choice nationwide for premier environmentally-sustainable solutions that have a tangible impact for customers, and we are excited to embark on this new chapter."

The acquisition was approved unanimously by Crystal Clean's Board of Directors, who also recommended shareholders to vote in favor of the transaction.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Crystal Clean shareholders and compliance with the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976.

Following the closing of the deal, Crystal Clean will become a private company, and its common stock will no longer be publicly traded.

Glenn Shor, Partner at J.F. Lehman & Company, emphasized the strategic significance of the partnership.

"At a time when businesses across industries are more environmentally conscious and highly focused on running cleaner, we are excited to partner with Crystal Clean – a clear category leader and unparalleled provider of environmental and waste disposal services," Shor said in a statement. "This partnership underscores our confidence in Crystal Clean’s business, vision, and reputation as a trusted provider for a diversified, blue-chip customer base. We look forward to working closely together to best position the company for sustainable, long-term success."

The agreement includes a "go-shop" provision, allowing Crystal Clean and its Board of Directors to explore alternative proposals from interested parties during a 35-day period following the execution date, expiring on August 23, 2023. Any developments regarding this process will be disclosed by Crystal Clean if deemed appropriate or required.

Source: Heritage-Crystal Clean