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Heckmann Corporation (NYSE: HEK) (“Heckmann”) today announced that its wholly-owned subsidiary, Rough Rider Escrow, Inc., has priced its previously announced offering of $150,000,000 in aggregate principal amount of 9.875% senior notes due 2018 (the “Senior Notes”) to be sold in a private placement to qualified institutional buyers within the United States and to non-U.S. persons outside of the United States. The sale of the Senior Notes is expected to be completed on November 5, 2012, subject to customary closing conditions.
The net proceeds from the offering of the Senior Notes will be used to partially finance the pending merger of Badland Power Fuels, LLC (formerly Badlands Energy, LLC) with and into a wholly-owned subsidiary of Heckmann and to pay related fees and expenses. Promptly after the consummation of the merger, the Senior Notes will be exchanged for a like principal amount of Heckmann 9.875% Senior Notes due 2018 (the “Exchange Notes”), such Exchange Notes to constitute an additional issuance of Heckmann’s currently outstanding 9.875% Senior Notes due 2018 under Heckmann’s existing Indenture dated as of April 10, 2012, as amended.
The Senior Notes to be offered have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and state securities laws. The Senior Notes are expected to be eligible for resale by the initial purchasers thereof, pursuant to Rule 144A and Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.