J.F. Lehman & Company Completes Acquisition of Crystal Clean

HOFFMAN ESTATES, Ill., Oct. 17, 2023 /PRNewswire/ -- Heritage-Crystal Clean, Inc. ("Crystal Clean" or the "Company"), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services, today announced that an investment affiliate of J.F. Lehman & Company ("J.F. Lehman") has completed its previously announced acquisition of the Company.

"We are excited to begin our partnership with Crystal Clean's leadership team and build on the Company's strong foundation as a clear category leader and unparalleled provider of environmental and waste disposal services. We have long admired Crystal Clean's reputation of providing high-quality services to its diversified, blue-chip customer base, as well as the financial and operational excellence the team has established," said Glenn Shor, Partner at J.F. Lehman & Company. "We look forward to working together to best position Crystal Clean for sustainable, long-term success as a private company."

"Our longstanding mission has been to deliver best-in-class, environmentally sustainable solutions to our customers and we believe our partnership with J.F. Lehman puts us in the best position to continue to do so," said Crystal Clean's President and CEO, Brian Recatto. "We appreciate the support from both the Crystal Clean and J.F. Lehman teams and are looking forward to the next chapter of growth in concert and partnership with J.F. Lehman."

Pursuant to the terms of the transaction announced on July 19, 2023, J.F. Lehman acquired all of the outstanding shares of Crystal Clean stock. Crystal Clean shareholders are entitled to receive $45.50 in cash for each share of Crystal Clean (HCCI) common stock owned. As a result of the transaction completion, Crystal Clean's common stock no longer trades on the NASDAQ stock exchange.

Debt financing in support of the transaction was provided by Jefferies Finance LLC, Sumitomo Mitsui Banking Corporation, and PSP Investments Credit USA LLC.

William Blair & Company served as financial advisor to Crystal Clean, Stifel delivered a fairness opinion to Crystal Clean with respect to the transaction, and McDermott Will & Emery LLP served as legal counsel to Crystal Clean. Houlihan Lokey, Inc. acted as lead financial advisor to J.F. Lehman, and Jefferies LLC also served as financial advisor to J.F. Lehman. Shearman & Sterling LLP and Jones Day served as legal counsel to J.F. Lehman.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, emergency and spill response, and industrial and field services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, emergency and spill response, industrial and field services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Through our used oil re-refining program, during fiscal 2022, were cycled approximately 66 million gallons of used oil into high-quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022 we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022 we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022 we collected approximately 22 thousand tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022 we treated approximately 84 million gallons of wastewater. Crystal Clean is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

About J.F. Lehman & Company

J.F. Lehman & Company is a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors. This investment strategy reflects the firm's deep experience in and commitment to these sectors since the firm's founding three decades ago. Headquartered in New York, NY, the firm currently has approximately $4.5 billion of assets under management. To learn more, please visit www.jflpartners.com.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of Crystal Clean upon completion of the proposed merger and Crystal Clean's plans upon completion of the proposed merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as "expect," "believe," "estimate, "plan," "project," "anticipate," "intend," "will," "may," "view," "opportunity," "potential," or words of similar meaning or other statements concerning opinions or judgment of Crystal Clean or its management about future events. There can be no assurance that actual results, performance, or achievements of Crystal Clean will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of Crystal Clean, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management's attention from Crystal Clean's ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; Crystal Clean's ability to retain and hire key personnel in light of the proposed merger; certain Crystal Clean's Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC's website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Crystal Clean or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made and Crystal Clean does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

About J.F. Lehman & Company, Inc.

Founded in 1992, J.F. Lehman & Company focuses exclusively on investing in the aerospace, defense, maritime, government and environmental industries. The firm has offices in New York and Washington, D.C.
http://www.jflpartners.com

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