8-K
filed October 17, 2023, 7:59 PM ET
CIK 0001403431
M&A
confidence high
sentiment neutral
materiality 0.80
J.F. Lehman completes $1.2B acquisition of Heritage-Crystal Clean at $45.50/share
Heritage-Crystal Clean, Inc.
- Acquisition completed Oct 17, 2023; shareholders receive $45.50/share in cash, ~$1.2B total value.
- Stock delisted from Nasdaq; trading halted prior to market open on closing date.
- Entire board replaced; Glenn Shor Chairman, Brian Recatto, David Rattner, David Thomas as directors.
- Credit agreement with Bank of America prepaid and terminated; no early penalties incurred.
- Company becomes wholly-owned subsidiary of JFLCO affiliate; public reporting to be suspended.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenn M. Shor was appointed as Director at Heritage-Crystal Clean, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce Bruckmann departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David F. Thomas was appointed as Director at Heritage-Crystal Clean, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Fred Fehsenfeld, Jr. departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Willmschen, Jr. departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenn M. Shor was appointed as Chairman of the Board at Heritage-Crystal Clean, Inc..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Mr. Shor will serve as Chairman of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Recatto was appointed as Director at Heritage-Crystal Clean, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Schalliol departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Schumacher departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Pat Thompson departed as Director at Heritage-Crystal Clean, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Fred Fehsenfeld, Jr., Bruce Bruckmann, Charles Schalliol, Robert Willmschen, Jr., Jim Schumacher and Mary Pat Thompson ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David L. Rattner was appointed as Director at Heritage-Crystal Clean, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Heritage-Crystal Clean, Inc.: Bylaws were amended and restated in their entirety effective at the merger effective time.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Heritage-Crystal Clean, Inc.: Certificate of incorporation was amended and restated in its entirety effective at the merger effective time.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Heritage-Crystal Clean, Inc. terminated Credit Agreement with Bank of America, N.A. valued at Prepaid in full all amounts and terminated all commitments (effective 2023-10-17).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
- Value
- Prepaid in full all amounts and terminated all commitments
- Effective
- 2023-10-17
Exact text from the filing
On the Closing Date, the Company prepaid in full all amounts, and terminated all commitments, outstanding under its Credit Agreement, dated as of March 18, 2021, among the Company, Heritage-Crystal Clean, LLC (“ Borrower ”), each subsidiary of Borrower party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (as amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Heritage-Crystal Clean, Inc. terminated Participation Rights Agreement with The Heritage Group valued at Automatically terminated pursuant to its terms (effective 2023-10-17).
- Action
- termination
- Counterparty
- The Heritage Group
- Value
- Automatically terminated pursuant to its terms
- Effective
- 2023-10-17
Exact text from the filing
Additionally, as a result of the completion of the Merger, the Participation Rights Agreement, dated as of March 17, 2008, by and between the Company and The Heritage Group automatically terminated pursuant to its terms.
View on SEC.gov
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