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Home My WebLink AboutNCS000390_FINAL PERMIT_20160919 (2)STORMWATER DIVISION CODING SHEET NCS PERMITS PERMIT NO. NY- -5000 o DOC TYPE FINAL PERMIT —❑ -MONITORING REPORTS- -- — - - ❑ APPLICATION ❑ COMPLIANCE ❑ OTHER DOC DATE ❑ 201 b D 9 l YYYYM M DD Energy, Mineral and Land Resources ENVIRONMENTAL QUALITY i Mr. Vinnie N. Glorioso Heritage -Crystal Clean, LLC 6305 E. Lombard Street Baltimore, MD 21224 Dear Mr. Glorioso: PAT MCCRORY Guremor DONALD R. VAN DER VAART September 19, 2016 Sevrerar7- TRACY DAVIS RECEIVED,) ...... SEP 21 2016 DWR`L FILES SECTION Subject: NPDES Stormwater Permit NCS000390 Heritage -Crystal Clean, LLC Formerly FCC Environmental, LLC Cabarrus County Division personnel received your request to revise your stormwater permit to accurately reflect your new company and/or facility name. Find enclosed the revised permit cover page. The terms and conditions contained in the Individual Permit remain unchanged and in full effect. This revised permit cover page is issued under the requirements of North Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency. Please note that the certificate of coverage shows the permit expired on April 30, 2014. We received the renewal application on November 15, 2013 and currently have a back log of renewals that we are working through. Please continue to abide by the conditions of the expired individual permit until, a new permit is issued for this facility. If you have any questions or need further information, please contact the Stormwater Permitting Program at (919) 707-9220. Sincerely, for Tracy E. Davis, P.E., CPM, Director Division of Energy, Mineral and Land Resources cc: Mooresville Regional Office Stormwater Permitting Program Files en WPFife—sm State of North Carolina I Environmental Quality I Energy, Mineral and land Resources 1612 Mail Service Center j 512 North Salisbury Street I Raleigh, North Carolina 27699-1612 919 707 9220 T STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES PERMIT NO. NCS000390 TO DISCHARGE STORMWATER UNDER THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, Heritage -Crystal Clean, LLC is hereby authorized to discharge stormwater from a facility located at Heritage -Crystal Clean, LLC — Charlotte Facility 2115 Speedrail Court Concord, NC Cabarrus County to receiving waters designated as Coddle Creek, a class C stream; in the Yadkin Pee -Dee River Basin, in accordance with the discharge limitations, monitoring requirements, and other conditions set forth in Parts 1, II, III, IV, V and VI hereof. Signed this day September 19, 2016. for Tracy E. Davis, P.E., Director Division of Energy, Mineral, and Land Resources By the Authority of the Environmental Management Commission A Division of Energy, Mineral & Land Resources Land Quality SectionlStormwater Permitting NCDENRNational Pollutant Discharge Elimination System F.mao..r�� C ,wo N41ML fe�ouncee _ ` PERMIT NAMEIOWNERSHIP CHANGE FORM FOR AGENCY USE ONLY Date Received Year Month Day I. Please enter the permit number for which the change is requested. NPDES Permit (or) Certificate of Coverage INUC-1916101613A a 1 1 10cc II. Permit status prior to requested change. rr -{— y a. Permit issued to (company name): �"'�.�i �✓t'rVn 4*, y al [�t~C b. Person legally responsible for permit:y= n a j io r f m e Fir /% 1 I = � Last C iron 1C"►j'.�1. G,wo45 �C Title Q Permit Holder M 'ling Address 2 r � D-4 i City State Zip (144h1_1634,C)9 _ (41a GV-l639 FGL Q=,Uc— � Fax rr� c. Facility name (discharge): cLo,4 �C.-FAcili d. Facility address: a r Address Co �'c a d WC �_'"4_ C� State r� Zip e. Facility contact person: Llnotr_ 1L 00 rose (` W) � KGB First / MI / Last Phone III. Please provide the following for the requested change (revised permit). a. Request for change is a result of: Change in ownership of the facility Name change of the facility or owner If other please explain: b. Permit issued to (company name): c. Person legally responsible for permit: RECEIVED �5 2016 DENR-LAND QUALITY STORMWATER PERMITTING d. Facility name (discharge): e. Facility address: f. Facility contact person: t-t I _ e — Tw L,1b. , t.1..L, First Mr Last V Titl �Permit Holder Mail�ng Address tr►.4A. ` rCiit State Zip Phone E-mail Address / G(P -J LL(- rrfr' Address., fy �g�.15 jj Ci State Zip �o-r Bolt First MI Last (7Dq )— { - Od d6 e;'L"ej'Sj0'VRCry Phone E-mail Address IV. Permit contact information (if different from the person legally responsible for the permit) Revised Jan. 27.2014 NPDES PERMIT NAMEIOWNERSHIP CHANGE FORM Page 2 of 2 Permit contact: `G Q19 (7 030 Fi st _ 1 Last �y �`o►„rr� � � � Tr�le st Wt 4 Mailing Address City State Zip 4611tjt vt,.,«.��o�l��r�h� Phone E-mail Address V. Will the permitted facility continue to conduct the same industrial activities conducted prior to this ownership or name change�� f O ri .rt� �� yr4�y w6ih 10 � tel-lfur Yes lT L 1 t�+� No (please explain) VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE INCOMPLETE OR MISSING: This completed application is required for both name change and/or ownership change requests. Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill of sale) is required for an ownership change request. Articles of incorporation are not sufficient for an ownership change. ...................................................................................................................... The certifications below must be completed and signed by hoth the permit holder prior to the change, and the new applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient. P RT� MIE CERTIFICATION (Permit holder prior to ownership change): I, V.,tt ,attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all requi d supporting information is not included, this application package will be returne asinc e Signature Date APPLICANT CERTIFICATION I,W-l' o a"Jest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application package will be returned as incomplete Signature Date PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO: Division of Energy, Mineral and Land Resources Stormwater Permitting Program 1612 Mail Service Center Raleigh, North Carolina 27699-1612 Revised Jan. 27. 2014 (Uz � rysta Chan January 15, 2015 North Carolina Department of Environment and Natural Resources Division of Water quality NPDES Unit Mail Service Center 1601 Raleigh, NC 27699 RE: Name and OwnerChange from FCC Environmental, LLC to Heritage Crystal -Clean, LLC NPDES # NCS 000390 To wham it may concern: Effective October 16, 2014, Heritage Crystal -Clean has purchased FCC Environmental, LLC from the FCC group. As a result, FCC Environmental, LLC will be changing its legal name to Heritage Crystal -Clean, LLC. As a result of the name change, heritage Crystal -Clean, LLC will succeed to, and become the new permittee under the NPDES #NCS000390 currently issued to FCC Environmental, LLC. I understand that the permit will remain in effect and its status will not otherwise be affected by the name change. Please notify me at your earliest opportunity if this is not the case. Thank you for your attention to this request. If you have any questions, I can be contacted at 410-284-1717orvinnie.glorioso@crystal-clean.com Sincerely, Vinnie N. Glorioso, CSP, CHMM Regional Manager Environment, Health and Safety 6305 E. Lombard Street, Baltimore, MD 21224 Phone: (410) 284-1717 x 1236 Fax: (410) 633-1639 Cell: (443) 463-1598 cRUPo Prf" I 0406r October 24, 2014 Dear Valued Customer, ck_�: C r�/Sta C The FCC Group is pleased to announce the sale of FCC Environmental, LLC and International Petroleum Corp. of Delaware (the "Companies") to Heritage -Crystal Clean, one of the leading providers of used oil collection. vacuum services. parts cleaning and containerized waste business in the United States. Heritage -Crystal Clean shares the Companies' commitment to providing the quality of service you deserve and expect. Although there may be some changes, as the Companies and Heritage - Crystal Clean re -align certain territories to consolidate customers and improve efficiencies, we expect that this will be a seamless transition. We expect that many of the same employees that service you today will continue to service you in the future. Following the closing of the transaction, FCC Environmental, LLC will be part of HCC Corporation. FCC sincerely thanks you for doing business with FCC. We expect that you will continue to receive world -class service from Heritage -Crystal Clean and the Companies. Should you have any questions or desire additional information, please feel free to call Heritage - Crystal Clean and the Companies toll free at 877-938-7948. Representatives will be sure to connect you to our local branch manager or someone else that can answer your questions. Sincerely, Inigo Sanz Authorized Representative, FCC Group Joseph Chalhoub Authorized Representative, Heritage -Crystal Clean Heritage -Crystal Clean, LLC is a wholly owned subsidiary of Heritage -Crystal Clean, Inc. (NASDAQ: HCCI) and is the operating company for all Heritage -Crystal Clean environmental services. On October 16, 2014, Heritage -Crystal Clean, LLC purchased all membership interest (i.e., 100% stock purchase) in FCC Environmental, LLC from Dedalo Patrimonial, S.L.0 and FCC Environmental, LLC became a wholly owned subsidiary of Heritage -Crystal Clean, LLC. The terms of sale are found at the following SEC link: htto://www,sec.gov/Arch ives/edga r/data/ 1403431/000140343114000036/0001403431-14-000036- index.htm T EDGAR Filing Documents for 0001403431-14-000036 Page 1 of 1 o Home I Latest Filings I Previous Page Search the Next -Generation Securities Exchange Commissior EDGAR System Filing Detail SEC Home » Search the Next -Generation EDGAR System)) Company Search)) Current Page Form 8-K - Current report SEC Accession No. 0001403431-14-000036 Filing Date Period of Report Items 2014-10-16 2014-10-16 Item 1.01: Entry into a Accepted Filing Date Changed Material Definitive 2014-10-161T.01:26 2014-10-16 Agreement Documents Item 2.01: Completion of 4 Acquisition or Disposition of Assets Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an Off - Balance Sheet Arrangement of a Registrant Item 9.01: Financial Statements and Exhibits Document Format Files Seq Description 1 8-K Document a8-k.htm Type Size 8-K 35189 2 STOCK PURCHASE AGREEMENT stockpurchaseagreement.htm EX-10.1 525922 3 FIRST AMENDMENT CREDIT FACILITY firstamendmentcreditfacili.htm EX-10.2 127373 4 SECOND AMENDMENT CREDIT FACILITY secondamendmentcreditagree.htm EX-10.3 402327 I I Complete submission text file 0001403431-14-000036.t d 1092137 11 Heritage -Crystal Clean, Inc. (Fifer) CIK: 0001403431 (see all company filings) Business Address 2175 POINT BOULEVARD Mailing Address 2175 POINT BOULEVARD IRS No.: 260351454 1 State of Incorp.: DE I Fiscal Year End: 0103 SUITE 375 SUITE 375 Type: 8-K I Act: 34 1 File No.: 001-33987 1 Film No.: 141160111 ELGIN IL 60123 ELGIN IL 60123 SIC: 4950 Sanitary Services 847-836-5670 Assistant Director 6 https://www.sec.gov/Archives/edgar/data/1403431/000140343114000036/0001403431-14-0... 8/3/2016 8-K Page 1 of 6 8-K 1 a8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2014 HERITAGE -CRYSTAL CLEAN, INC. (Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ❑ Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ❑ Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) https://www.sec.gov/Archives/edgar/data/1403431/000140343114000036/a8-k.htm 8/3/2016 8-K Page 2 of 6 Forward Looking Statements Certain statements in this report are forward -looking statements, which includes all statements other than those made solely with respect to historical fact. These forward -looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "will be," "will continue," "will likely result," "would" and other words and terms of similar meaning in conjunction with a discussion of future or estimated operating or financial performance. You should read statements that contain these words carefully, because they discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other "forward - looking" information. Forward -looking statements speak only as of the date of this report. Factors that could cause such differences include those described in the section titled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for fiscal 2013 filed with the SEC on March 3, 2014. These risks, uncertainties, and other important factors include, among others our ability to integrate the acquisition as contemplated; our ability to achieve the synergies contemplated with respect to the acquisition; our ability to pay our debt when due and comply with our bank covenants. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any intention, and do not undertake, to update any forward -looking statements to reflect events or circumstances arising after the date of this report, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward -looking statements included in this report or that may be made elsewhere from time to time by, or on behalf of, us. All forward -looking statements attributable to us are expressly qualified by these cautionary statements. Item 1.01 Entry into a Material Definitive Agreement On October 16, 2014, Heritage -Crystal Clean, Inc., ("the Company"), through its wholly owned subsidiary Heritage - Crystal Clean, LLC, purchased the outstanding stock of FCC Environmental LLC, a Delaware limited liability company, and International Petroleum Corp. of Delaware, a Delaware corporation (together, "FCC Environmental"), pursuant to a Stock Purchase Agreement (the "Agreement") dated October 16, 2014 between the Company and Dddalo Patrimonial S.L.U. (the "Seller") for $40.0 million in cash subject to various adjustments such as a working capital adjustment and Seller indemnification obligations. FCC Environmental is an environmental services provider and a significant collector of used oil in the United States and operates 34 facilities in the eastern half of the United States. FCC Environmental has made customary representations and warranties in the Merger Agreement, including, among others, representations and warranties as to the organization of itself and its subsidiaries; authorization and approval of the Agreement; governmental filings and no conflicts; FCC Environmental's capital structure; litigation; real property; material contracts; financial statements, indebtedness and absence of undisclosed liabilities; intellectual property; tax matters; compliance with laws; environmental matters; labor and employment matters; absence of certain changes; employee benefits matters; transaction expenses; affiliate contracts; inventory; receivables; and product warranties. The Company has also made customary representations and warranties in the Agreement as to its organization; authorization and approval of the Agreement; governmental filings and no conflicts; litigation; transaction expenses and sufficiency of funds. The representations, warranties, and covenants contained in the Agreement are made only for purposes of the Agreement and are made as of specific dates; are solely for the benefit of the parties to the Agreement (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or condition of FCC Environmental or the Company. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures. httpsa/www.sec.gov/Archives/edgar/data/1403431/000140343114000036/a8-k.htm 8/3/2016 8-K Page 3 of 6 A copy of the Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit, which you are encouraged to read. Pursuant to Item 601(b) of Regulation S-K, Exhibits and Schedules have been omitted from the Exhibit. The registrant will furnish a copy of any omitted Exhibit and Schedule to the Securities and Exchange Commission upon request. https://www.sec.gov/Archives/edgar/data/1403431/000140343114000036/a8-k.htm 8/3/2016 8-K Page 4 of 6 Amendment to Credit Agreement On October 16, 2014, Heritage -Crystal Clean, LLC (the "Borrower"), entered into a First and Second Amendment (the "First Amendment" and "Second Amendment", respectively, and collectively, the "Amendments") to its Amended and Restated Credit Agreement with Bank of America, N.A dated February 5, 2013 (the "Credit Agreement"). The Amendments are attached as Exhibit 10.2 and Exhibit 10.3 to this Form 8-K and are incorporated herein by reference. The summary below of the Amendments does not purport to be complete and is qualified in its entirety by reference to the exhibits, which you are encouraged to read. The Amendments provide for borrowings of up to $140.0 million, of which $80.0 million is available in the form of Term A loans. The Term A loans will mature on February 5, 2018. The remaining portion of the available borrowings is available in the form of a Revolving Loan. Loans made under the Credit Agreement, as amended, may be Base Rate Loans or LIBOR Rate Loans, at the election of the Borrower subject to certain exceptions. Base Rate Loans have an interest rate equal to (i) the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the British Bankers Association LIBOR rate plus 1 %, or (c) Bank of America's prime rate, plus (ii) a variable margin of between 1.0% and 2.0% depending on the Company's total leverage ratio, calculated on a consolidated basis. LIBOR rate loans have an interest rate equal to the (i) British Bankers Association LIBOR Rate plus (ii) a variable margin of between 2.0% and 3.0% depending on the Company's total leverage ratio. Amounts borrowed under the Credit Agreement are secured by a security interest in substantially all of the Company's tangible and intangible assets. As of the Effective date of October 16, 2014, the effective interest rate on the Term A loans was 3.15% and the effective rate on the revolving loan was 5.25%. The Credit Agreement, as amended by the Amendments, contains customary terms and provisions (including representations, covenants, and conditions) for transactions of this type. Certain covenants, among other things, restrict the Company's and its Subsidiaries' ability to incur indebtedness, grant liens, make investments and sell assets. The Credit Agreement, as amended by the amendments, contains customary events of default, covenants and representations and warranties. Financial covenants include: An interest coverage ratio (based on interest expense and EBITDA) of at least 3.5 to 1.0; A total leverage ratio no greater than 4.0 tol .0 through fiscal 2014, no greater than 3.75 to 1.0 in the first quarter of fiscal 2015, no greater than 3.5 to 1.0 for the second quarter of fiscal 2015, no greater than 3.25 to l .0 for the third quarter of fiscal 2015, and no greater than 3.0 to 1.0 thereafter; and A capital expenditures covenant limiting capital expenditures to $22.0 million in fiscal 2014 and $15.0 million in each fiscal year thereafter. Under the Second Amendment, the Company is restricted from making capital expenditures for the expansion of the Company's used oil re -refinery to 75 million gallons of nameplate capacity until October 16, 2015, unless the Company raises funds to continue the expansion through an equity offering. The Credit Agreement places certain limitations on acquisitions and includes a prohibition on the payment of dividends. As of the Effective Date the Company had borrowed $80.0 million under the Credit Agreement in the form of a Tenn A Loan. The actual amount available under the revolving loan portion of the Credit Agreement is limited by the Company's total leverage ratio. As of the Effective Date the Company had $12.0 million outstanding under the revolving loan portion of the Credit Agreement. Item 2.01 Completion of Acquisition or Disposition of Assets The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off -Balance Sheet Arrangement of a Registrant https://www.sec.gov/Archives/edgar/data/1403431/000140343114000036/a8-k.htm 8/3/2016 8-K Page 5 of 6 The information provided in Item 1.01 of this Current Report on Form &-K is hereby incorporated by reference into this Item 2.03. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired https://www.sec.gov/Archives/edgar/data/1403431 /000140343114000036/a8-k.htm 8/3/2016 8-K Page 6 of 6 In accordance with Item 9(a)(4) of Form 8-K, we will file such financial statements by amendment not later than December 30, 2014. (b) Pro Forma Financial Information In accordance with Item 9(b)(2) of Form 8-K, we will file such financial statements by amendment not later than December 30, 2014. Exhibit Number Description Stock Purchase Agreement by and among Heritage -Crystal Clean, LLC, an Indiana limited liability Exhibit 10.1 company, as buyer, and Dddalo Patrimonial S.L.U., a sociedad limitada unipersonal formed under the laws of the Kingdom of Spain, as seller, and Fomento de Construcciones y Contratas, S.A., solely for purposes of Section 5.5 and Article 7* First Amendment to the Amended and Restated Credit Agreement (the "Agreement") dated as of Exhibit 10.2 October 16, 2014 by and between Heritage -Crystal Clean LLC and Bank of America N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer and the other lenders who are identified therein. Second Amendment to Amended and Restated Credit Agreement (the "Agreement") dated as of Exhibit 10.3 October 16, 2014 by and between Heritage -Crystal Clean LLC and Bank of America N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer and the other Ienders who are identified therein. *Pursuant to Item 601(b) of Regulation S-K, Exhibits and Schedules have been omitted from this Agreement. The registrant will furnish a copy of any omitted Exhibit and Schedule to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. HERITAGE -CRYSTAL CLEAN, INC. Date: October 16, 2014 By. /s/ Mark DeVita Title: Chief Financial Officer https://www.sec.gov/Archives/edgar/data/1403431 /000140343114000036/a8-k.htm 8/3/2016