--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-257480" form_type: "8-K" ticker: null cik: "0001403431" company_name: "Heritage-Crystal Clean, Inc." filed_at: "2023-10-17T23:59:59+00:00" generated_at: "2026-06-09T22:31:30.179680+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # J.F. Lehman completes $1.2B acquisition of Heritage-Crystal Clean at $45.50/share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-257480 - form_type: 8-K - cik: 0001403431 - company_name: Heritage-Crystal Clean, Inc. - filed_at: 2023-10-17T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/d532350d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-257480 - JSON: https://secwatch.observer/filing/0001193125-23-257480.json - Plain text: https://secwatch.observer/filing/0001193125-23-257480.txt ## Key facts - Executive change Glenn M. Shor was appointed as Director at Heritage-Crystal Clean, Inc.. - Action: appointed - Role: Director source text: Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Bruce Bruckmann departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change David F. Thomas was appointed as Director at Heritage-Crystal Clean, Inc.. - Action: appointed - Role: Director source text: Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Fred Fehsenfeld, Jr. departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Robert Willmschen, Jr. departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Glenn M. Shor was appointed as Chairman of the Board at Heritage-Crystal Clean, Inc.. - Action: appointed - Role: Chairman of the Board source text: Mr. Shor will serve as Chairman of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Brian Recatto was appointed as Director at Heritage-Crystal Clean, Inc.. - Action: appointed - Role: Director source text: Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Charles Schalliol departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Jim Schumacher departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change Mary Pat Thompson departed as Director at Heritage-Crystal Clean, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Executive change David L. Rattner was appointed as Director at Heritage-Crystal Clean, Inc.. - Action: appointed - Role: Director source text: Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Governance Changes Heritage-Crystal Clean, Inc.: Bylaws were amended and restated in their entirety effective at the merger effective time. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Governance Changes Heritage-Crystal Clean, Inc.: Certificate of incorporation was amended and restated in its entirety effective at the merger effective time. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403431/000119312523257480/0001193125-23-257480-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.