Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - Nuverra Environmental Solutions, Inc. | d313266dex991.htm |
| EX-99.3 - PRESS RELEASE - Nuverra Environmental Solutions, Inc. | d313266dex993.htm |
| 8-K - FORM 8-K - Nuverra Environmental Solutions, Inc. | d313266d8k.htm |
 Acquisition of Thermo Fluids Inc.
March 8, 2012
Exhibit 99.2 |
 Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995, including statements regarding
expected cost synergies and other anticipated benefits of the proposed
acquisition of Thermo Fluids Inc. (“TFI”), the expected future
operating results of the combined company, the expected timing of completion of
the acquisition and the other expectations,
beliefs,
plans,
intentions
and
strategies
of
Heckmann
Corporation
(“Heckmann”
or
“HEK”).
Heckmann
Corporation
has
tried to
identify these statements by using words such as "expect,"
"anticipate," "believe," "could," "should," "estimate," "expect," "intend,"
"may,"
"plan,"
"predict,"
"project"
and
"will"
and
similar
terms
and
phrases,
but
such
words,
terms
and
phrases
are
not
the
exclusive
means of
identifying such statements. These forward-looking statements are made based
on management's expectations and beliefs concerning future
events
and
are
subject
to
uncertainties
and
factors
relating
to
operations
and
the
business
environment,
all
of
which
are
difficult
to
predict and many of which are beyond management's control. Actual results,
performance and achievements could differ materially from those expressed
in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but
not
limited
to,
the
following:
the
risk
that
the
proposed
business
combination
transaction
is
not
completed
on
a
timely
basis
or
at
all;
the
ability
to
integrate
Thermo
Fluids
into
the
business
of
Heckmann
Corporation
successfully
and
the
amount
of
time
and
expense
spent
and
incurred in connection with the integration; the risk that the economic benefits,
cost savings and other synergies that Heckmann Corporation
anticipates as a result of the transaction are not fully realized or take longer
to realize than expected; the risk that Heckmann Corporation or Thermo
Fluids may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required
antitrust
or
other
regulatory
clearance
may
delay
the
transaction
or
result
in
the
imposition
of
conditions
that
could
adversely
affect
the
operations
of
the
combined
company
or
cause
the
parties
to
abandon
the
transaction;
intense
competition;
the
loss,
or
renewal
on
less
favorable
terms,
of
management
contracts
and
leases;
and
changes
in
general
economic
and
business
conditions
or
demographic
trends.
For a detailed discussion of factors that could affect Heckmann Corporation's
future operating results, please see Heckmann Corporation's filings
with
the
United
States
Securities
and
Exchange
Commission
(the
"SEC"),
including
the
disclosures
under
“Risk
Factors”
in
those
filings.
Except
as
expressly
required
by
U.S.
federal
securities
laws,
Heckmann
Corporation
undertakes
no
obligation
to
update
or
revise any
forward-looking statements, whether as a result of new information, changed
circumstances, future events or for any other reason. 2
|
 Acquisition of TFI Holdings, Inc. (“Seller”) by Heckmann
Corporation Transaction expected to close in early Q2 2012, subject to
customary legal and regulatory closing conditions
Transaction
Heckmann intends to enter into a new bank facility prior to the closing
and is considering a range of financing options
Focus will be on maintaining a conservative and flexible capital
structure which coupled with cash on hand provides the Company with
significant liquidity
Transaction Financing
Financially Attractive Acquisition that Diversifies HEK’s
Operations and Revenue Stream
Consideration
Total purchase consideration of $245 million
Includes $227.5 million of cash and $17.5 million in HEK shares,
issued to the Seller
Debt-free, cash-free transaction with normalized working capital
remaining in the business at close
3 |
 TFI has one of the largest environmental services networks
in the Western U.S. and engages in the collection and
reprocessing of used motor oil (“UMO”) into reprocessed
fuel oil (“RFO”) for sale into the asphalt, re-refining and
other industrial markets
More than 18 states served through 31 facilities
Large asset base of 290 trucks and more than 180 railcars
More than 250 employees
Estimated total market share of approximately 35% (in
markets served)
Limited geographic concentration with volume (both UMO
and RFO) and revenue well diversified across regions
Regionally-focused business model that drives operating
scale and route density
Cluster facilities in close proximity to UMO and RFO
customers
Overview
Market Presence
Facility Locations
Southwest Region
South Central Region
Mountain States Region
Northwest Region
Las Vegas, NV
Beowawe, NV
Odessa, TX
Abilene, TX
Dallas/ Ft. Worth, TX
Marshall, TX
Phoenix, AZ
Scottsdale, AZ
Albuquerque, NM
Amarillo, TX
Brownfield, TX
El Paso, TX
Colorado Springs, CO
Oklahoma City, OK
Houston, TX
Grand Junction, CO
Denver, CO
Salina, KS
Salt Lake City, UT
Twin Falls, ID
Boise, ID
Gillette, WY
Bend, OR
Spokane, WA
Reno, NV
Medford, OR
Eugene, OR
Seattle, WA
Portland, OR
San Antonio, TX
Tucson, AZ
Headquarters
Thermo Fluids Inc.
“One-Stop”
Shop of Environmental
Services
Used oil collection & recycling
Wastewater collection
Spent antifreeze collection & recycling
Used oil filter collection
Industrial waste management
Parts washer services
($ Millions)
4 |
 Environmental Services
Oily wastewater collection &
recycling
Antifreeze collection &
remanufacturing
Used oil filter collection & recycling
Industrial waste management
Parts washer services
Broad Portfolio of Products & Services
UMO
RFO
Collects UMO from a diverse base of
customers
Regular on-time scheduled or on-
demand collection
Full-service waste stream
management solution
Value-added Green Shield
Partners™
program
TFI recycles UMO into RFO
Sold as a feedstock for re-refineries
Sold as an industrial fuel for:
Asphalt plants
Pulp and paper mills
Bunker market
Industrial users
Representative Customers
5 |
 TFI has developed an efficient and low-cost process whereby UMO is converted
into RFO utilizing a proprietary filtration process to remove impurities
and produce a cleaner, more desirable RFO with superior energy output characteristics
RFO is sold to industrial customers for less than half the cost of diesel while
generating more than twice the energy and BTU output (on a per $
basis) RFO is also increasingly sold to re-refiners as a critical
feedstock for the production of base lubricants In 2011, TFI processed and
sold approximately 54 million gallons of RFO to over 250 individual
customers TFI Operations Overview
Collection of UMO
Analysis and
Filtration of
Used Oil
Separation of Oil
from
Undesirable
Fluids
Final Inspection
and Assurance
Testing
Transportation
and Delivery to
Customer
UMO to RFO Conversion Process
Quicklube
Car Dealerships
Automotive
Repair Shops
Manufacturing
Truck Fleets
Transportation
Used Oil Transport Truck and Treatment Facility
Energy
6 |
 Compelling Strategic and Financial Rationale
Unique Scale and Range of Services
in Highly Fragmented Sectors
Senior Management with Extensive
Experience
Diversified Revenue Mix with High
Quality Customer Base
Leveraged to Increasingly Complex
Environmental Regulations
High Cash Flow Visibility Driving
Strong, Stable Margins
The TFI acquisition diversifies our operating platform, increases our leverage to
oil and capitalizes on our management team’s extensive experience with
an environmental services platform Enhances our position as the only
“one- stop”
shop for shale water solutions and
environmental services
Large, high quality asset base provides
superior service and is difficult to
replicate
Historically strong operating margins at
TFI with hedged business model and
contracts to drive stability
TFI’s management team has a combined
43 years of experience at Waste
Management running operations with
$4.2 billion in revenues
Leverages our management’s expertise,
having operated a similar business as
part of U.S. Filter
Ideally positioned as a large-scale, HSE—
driven water and environmental service
company providing leading edge
solutions
Diversifies revenue sources by service
offering, commodity exposure,
geographic footprint and customer base
Blue chip customer base, including Shell,
Chevron, ExxonMobil, Wal-Mart Stores,
Waste Management
7 |
   Synergistic Footprint Providing Operational and Revenue
Diversification
HEK a Year Ago
HEK Today
(1)
Haynesville
TFI
HEK
(1)
Pro forma for TFI acquisition, which is expected to close early Q2 2012.
Increasing Revenue Diversity
Targets for Q2 2012:
35% of revenues will be leveraged to
wet gas and oil (Eagle Ford, Utica,
Permian, Tuscaloosa and Eaglebine)
28% of HWR’s truck fleet will be in
the Haynesville, the majority of which
will be LNG-powered trucks with
their fuel/cost advantage, providing
us a hedge on natural gas prices
8 |
 HEK’s management team consists of a veteran group of executives with
more than 170 years experience in the acquisition and
integration of companies in the water and environmental services
industries
The entire HEK team is comprised of former U.S. Filter executives
James Devlin and Greg Guard have a combined 43 years of experience at Waste
Management running operations with $4.2 billion in revenues, and the
entire management team will be staying on with the business Name
Richard J. Heckmann
Chairman & Chief Executive Officer
Charles R. Gordon
President & Chief Operating Officer
Damian C. Georgino
Executive Vice President, Corporate Development & Chief Legal
Officer
W. Christopher Chisholm
Executive Vice President & Chief Financial Officer
Brian R. Anderson
Executive Vice President, Finance
John T. Lucey
Executive Vice President, Business Development and Engineering
Senior Management with Extensive Experience
Name
James Devlin
Chief Executive Officer
Greg Guard
Chief Marketing Officer
Ted Sinclair
Chief Operating Officer
Roy Schumacher
VP of Market Development
Mark Kuleck
Chief Financial Officer
9 |