Heckmann Corporation (NYSE: HEK) (“Heckmann”) today announced the commencement of an exchange offer pursuant to which it is offering to exchange up to $250,000,000 in aggregate principal amount of 9.875% Senior Notes due 2018 (the “Exchange Notes”), which have been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of its outstanding 9.875% Senior Notes due 2018 (the “Old Notes”) that were originally issued on April 10, 2012, in a transaction exempt from registration under the Securities Act. The terms of the Exchange Notes are substantially identical to the terms of the Old Notes, except that the Exchange Notes have been registered under the Securities Act and will not be subject to the transfer restrictions and registration rights that related to the Old Notes. The exchange offer is being made to satisfy Heckmann’s obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes, and does not represent a new financing transaction. The exchange offer will expire at 5:00 p.m., New York City time, on August 15, 2012, unless extended. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer. The terms of the exchange offer are set forth in a prospectus dated July 17, 2012, and the associated letter of transmittal. Copies of the prospectus, the associated letter of transmittal and the other exchange offer documents may be obtained from the exchange agent:
This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus and letter of transmittal, both of which are being distributed to holders of the Old Notes and have been filed with the United States Securities and Exchange Commission (the “SEC”) as part of Heckmann’s Registration Statement on Form S-4 (File No. 333-182400), which was declared effective on July 17, 2012.
|The Bank of New York Mellon Trust Company, N.A.|
|c/o The Bank of New York Mellon Corporation|
|Corporate Trust Operations—Reorganization Unit|
|101 Barclay Street, Floor 7 East|
|New York, New York 10286|
|Telephone: (212) 815-3687|
About Heckmann CorporationHeckmann Corporation (NYSE:HEK) is an environmental services company. Heckmann is dedicated to the movement, treatment and disposal of water generated by energy companies involved in the discovery and production of oil and natural gas. Heckmann is also a one-stop-shop for collection and recycling services for oily waste products, including used motor oil, oily wastewater, spent antifreeze, used oil filters and parts washers. Heckmann is building a national footprint across its environmental service offerings and has more than 1,500 employees and operates in 52 locations in the U.S. Interested parties can access additional information about Heckmann on the company’s web site at http://www.heckmanncorp.com, and in documents filed with the United States Securities and Exchange Commission, on the SEC's web site at http://www.sec.gov. Forward Looking Statements This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in the press release include, without limitation, matters that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Certain risks and uncertainties are set forth in the exchange offer prospectus, as well as in Heckmann’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, its Quarterly Reports on Form 10-Q and its Current Report on Form 8-K filed with the SEC on April 10, 2012, as well as Heckmann’s other reports filed with the SEC, which are available at http://www.sec.gov and on Heckmann’s website at http://heckmanncorp.com. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates. Heckmann makes no promise to update or revise any forward-looking statements, whether as a result of changes in underlying factors, new information, future events or otherwise.