J.F. Lehman and Company, LLC entered into the term sheet to acquire Heritage-Crystal Clean, Inc (NasdaqGS:HCCI) from The Heritage Group, ArrowMark Colorado Holdings, LLC and others on June 19, 2023. J.F. Lehman and Company, LLC ("JFLCO") entered into a definitive merger agreement to acquire Heritage-Crystal Clean, Inc from The Heritage Group, ArrowMark Colorado Holdings, LLC and others for $1.1 billion on July 19, 2023. Under the terms of the merger agreement, JFLCO will acquire all the outstanding shares of Heritage-Crystal Clean ("Crystal Clean") for $45.50 per share in cash. Upon completion of the transaction, Crystal Clean will become a privately held company and shares of Crystal Clean common stock will no longer be listed on the Nasdaq Stock Exchange or trade in any other public market. Fully committed debt financing in support of the transaction is being provided by Jefferies Finance LLC and Sumitomo Mitsui Banking Corporation. JFLCO entered into equity commitment letters for an aggregate amount in cash of up to $551,400,000, to fund the acquisition. The merger is not subject to any financing condition. The merger agreement provides for a ?go-shop? provision under which Crystal Clean and its Board of Directors may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals during a 35-day period following the execution date of the definitive agreement, expiring at 11:59 p.m. Eastern Time on August 23, 2023. Upon termination of the agreement under certain specified circumstances, Crystal Clean will be required to pay JFLCO a termination fee of $42,331,515 (except in the case the Merger Agreement is terminated in connection with a Superior Proposal during the Go-Shop Period, and certain other limited circumstances, in which case such termination fee will be $23,584,701), and JFLCO will be required to pay Crystal Clean a termination fee of $72,568,311.

The transaction is subject to customary closing conditions, including approval by Crystal Clean shareholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and regulatory approvals. Crystal Clean?s Board of Directors has unanimously approved the merger agreement and recommends that Crystal Clean shareholders vote in favor of the transaction. Additionally, The Heritage Group and its affiliates, which collectively hold 26.70% of the Crystal Clean common shares, and Brian Recatto, who holds 3.23% of the Crystal Clean common shares, have each entered into a voting and support agreement with JFLCO pursuant to which each has committed to vote all of its Crystal Clean common shares in favor of the transaction. As per filling on October 11, 2023, Heritage-Crystal shareholder approved the merger agreement. The transaction is expected to close in the fourth quarter of 2023. As of August 24, 2023, the go-shop period with respect to the transaction expired.

William Blair & Company is serving as financial advisor to Crystal Clean, Stifel, Nicolaus & Company, Incorporated acted as financial advisor and delivered a fairness opinion to Crystal Clean with respect to the proposed transaction, and Heidi Steele, Ann Marie Brodarick, David Lipkin, Anh Lee and Sunyi Snow of McDermott Will & Emery LLP is serving as legal counsel and due diligence provider to Crystal Clean. Houlihan Lokey, Inc. is serving as lead financial advisor to JFLCO, and Jefferies LLC is also serving as financial advisor to JFLCO; Alain Dermarkar, Robert J. Cardone, Gillian Emmett Moldowan, Bill Nelson, Scott Cohen, Ben Gris, Alan S. Goudiss, JB Betker, Jason Pratt, Jonathan Cheng, Judy Little and Kyle Park of Shearman & Sterling LLP and Jones Day are serving as legal counsel to JFLCO. J.R. Bartrug. Alain Ranger of Fasken Martineau DuMoulin LLP acted as legal advisor to Heritage-Crystal Clean, Inc. Shearman & Sterling LLP acted as due diligence provider to JFLCO. Computershare Trust Company, National Association acted as transfer agent to HCCI. Crystal Clean has engaged Mackenzie Partners, Inc. to assist in the solicitation of proxies for the Crystal Clean special meeting. Crystal Clean estimates that it will pay Mackenzie Partners a fee of $17,500, plus reimbursement of certain expenses. Stifel has acted as financial advisor to the Company in connection with the merger and received a fee of $1.5 million, which was not contingent upon completion of the merger.

J.F. Lehman and Company, LLC completed the acquisition of Heritage-Crystal Clean, Inc (NasdaqGS:HCCI) from The Heritage Group, ArrowMark Colorado Holdings, LLC and others on October 17, 2023. With the completion of the transaction, Crystal Clean?s common stock has ceased trading and is no longer listed on the NASDAQ Global Select Market. In connection with the merger, 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 of the Heritage-Crystal Clean and any committee thereof, and Glenn M. Shor, Brian Recatto, David L. Rattner and David F. Thomas became the directors of the Heritage-Crystal Clean. Glenn M. Shor will serve as Chairman of the Board.