VeroLube Enters Into Agreement to Acquire Thermo Fluids for $175 Million
Monday, March 10, 2014
Posted by: Scott Parker
Press Release from NORA Member Verolube, Inc.
Calgary, Alberta and Dallas, Texas – NORA Member VeroLube, Inc. (“VeroLube” or the “Company”), announces today the signing of a definitive agreement to acquire NORA Member 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.
“VeroLube is also pleased to announce that Mr. Ken Cherry is joining the Company as Chief Executive Officer. Mr. Cherry was formally the Executive VP and General Manager of FCC Environmental, the second-largest collector of used motor oil in the U.S. The Company is extremely fortunate to have Ken Cherry join VeroLube to lead the Company as Ken is an industry leader in the used oil collection and re-refining business and brings vast industry experience as VeroLube executes its business strategy” said Mr. Lyons.
“The Company is also grateful and thanks Mr. Leslie Wulf, the founder of VeroLube and whom was interim CEO over the last two years for creating this tremendous opportunity. Mr. Wulf will remain with the Company as Founder and Director and will focus on the Company’s strategic opportunities globally,” said Mr. Lyons.
About VeroLube, Inc.
VeroLube, Inc. (“VeroLube”) is a provider of used oil re-refining services using its own patented and certified ReGenTM re-refining process producing high yields of quality hydrocarbon products from used motor oils through its vertically integrated route based collectors of used motor oil.
For further information:
Bruce Hall, Chief Financial Officer (972) 841-6298 of VeroLube, Inc. (www.verolube.com)
About Thermo Fluids, Inc.
Thermo Fluids Inc. is an environmental services company and the largest producer of commercial fuel oil from recovered used motor oil in the Western United States. The company collects and purchases used motor oil from a large number of companies across a diverse range of industries, such as quick-lube centers, auto dealerships, mining operations and industrial companies. In addition to collecting used motor oil, the company serves as a "one-stop" shop of collection and recycling services for waste products, including oily wastewater collection and processing, spent antifreeze collection and recycling, and used oil filter collection and recycling.
About Nuverra Environmental Solutions
Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive and full-cycle environmental solutions to customers in energy and industrial end-markets. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, used motor oil, spent antifreeze, waste fluids and hydrocarbons. The Company continues to expand its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers.
Interested parties can access additional information about Nuverra on the Company's web site at http://www.nuverra.com
Certain statements in this Release which are not historical facts may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Any statements related to VeroLube’s projected revenues, earnings, growth rates, revenue mix, staffing and resources, and product plans are forward looking statements as are any statements relating to future events, conditions or circumstances. The use of terms such as “believes”, “anticipated”, “expected”, “projected”, “targeting”, “estimate”, “intend” and similar terms are intended to assist in identification of these forward-looking statements. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of VeroLube to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions. Except as required by law, VeroLube does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
The Company undertakes no obligation, except as required by law, to update publicly or otherwise any forward-looking information, whether as a result of new information, future events or otherwise, or the above list of factors affecting this information. Many factors could cause the actual results of VeroLube to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements.