VeroLube, Inc. (“VeroLube” or the “ Company”), announces today the signing of a definitive agreement to acquire Thermo Fluids, Inc. (“Thermo Fluids”) through its wholly owned subsidiary VeroLube USA, Inc. Thermo Fluids, a standalone subsidiary of Nuverra Environmental Solutions, Inc. (“Nuverra”) – (NYSE:NES) based in Scottsdale, Arizona, is the largest western used oil collector and the third-largest collector of used motor oil in the U.S. Thermo Fluids collects approximately 50 million gallons of used motor oil annually from a diverse base of more than 20,000 locations.
Under the terms of the definitive agreement, VeroLube will pay Nuverra $165 million in cash and $10 million in VeroLube common stock. The cash portion of the transaction is subject to adjustment based on the actual working capital conveyed at closing. The sale is expected to close in the second quarter of 2014, subject to customary conditions, including regulatory approval and final confirmatory legal and environmental due diligence.
VeroLube has engaged Canaccord Genuity Corp in Canada, the U.S. and the United Kingdom as its exclusive investment banker to facilitate the financing of the transaction, as well as the construction of the initial two used oil re-refineries to be located on the Gulf Coast and East Coast of the U.S., and additional acquisitions of used oil collection companies.
Through this acquisition, VeroLube plans to retain the Thermo Fluids head office in Scottsdale, Arizona and sees tremendous value in the management and staff of Thermo Fluids as a vital and integral part of VeroLube’s expansion plan.“Thermo Fluids provides VeroLube with a significant platform and immediate scale to expand our business and execute on our consolidation strategy. The acquisition provides proven and strong leadership in the used oil collection and re-refining business and brings vast industry experience as VeroLube executes its business strategy,” said Mr. Terry Lyons, Chairman of the Board.