Blog: HERITAGE-CRYSTAL CLEAN, INC. : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 2.01. Completion of Acquisition or Disposition of Assets


On August 3, 2022 (the "Closing Date"), Heritage-Crystal Clean, LLC, an Indiana
limited liability company ("Buyer") and a wholly owned subsidiary of
Heritage-Crystal Clean, Inc. (the "Company"), completed its acquisition of all
of the issued and outstanding shares of the capital stock ("Shares") of Patriot
Environmental Services, Inc., a California corporation ("Patriot"), from Channel
PES Acquisition Co., LLC, a Delaware limited liability company ("Seller").
Pursuant to the Stock Purchase Agreement, dated as of June 29, 2022 (the "Stock
Purchase Agreement"), by and among Seller, Patriot and Buyer, Buyer acquired all
of the Shares for an aggregate cash consideration of approximately $156 million,
subject to certain adjustments set forth in the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Stock Purchase Agreement, which
was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on June 30, 2022, and is
incorporated herein by reference.


Item 7.01 Regulation FD Disclosure.


On August 3, 2022, the Company issued a press release announcing the completion
of the acquisition of Patriot as contemplated by the Stock Purchase Agreement. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filings.


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired


The Company will file by amendment to this Report, within 71 calendar days of
the date on which this report was required to be filed, the historical financial
statements with respect to the companies acquired in the Acquisition that are
required to be filed as part of this report pursuant to Regulation S-X.

(b) Pro Forma Financial Information


The Company will file by amendment to this Report, within 71 calendar days of
the date on which this report was required to be filed, the historical pro forma
financial information with respect to the companies acquired in the Acquisition
that are required to be filed as part of this report pursuant to Regulation S-X.

(d) Exhibits.

Exhibit number                Description
2.1*                            Stock Purchase Agreement, dated as of June

29, 2022 (the “Stock Purchase

                              Agreement"), by and among Channel PES 

Acquisition Co., LLC, Patriot

                              Environmental Services, Inc. and Heritage-Crystal Clean, LLC
99.1                            Press Release, dated August 3, 2022
104                           Cover Page Interactive Data File (the cover 

page tags are embedded within

                              the Inline XBRL document)


* Schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any

      omitted schedule, annex or exhibit upon request.





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