Heckmann (NYSE:HEK)

On November 8, 2010, Heckmann Corporation entered into a stock purchase agreement with Complete Vacuum and Rental, Inc., a Texas corporation (“CVR”); Steven W. Kent, II and Jana S. Kent (together the “Shareholders”). Under the terms of the Purchase Agreement, the Company will purchase 100% of the outstanding equity interests of CVR.

CVR operates an oilfield waste disposal business from headquarters in Carthage, Texas, with trucking terminals located in northwest Louisiana and central Arkansas and a network of six deep injection disposal wells located in east Texas. CVR transports waste water produced by its customers in their oil and gas operations using a fleet of vacuum trucks, winch trucks and frac tanks; separates oil or gas from the oilfield waste water it transports and sells it for its own account; disposes of oilfield waste water in its deep injection wells; and rents transportation equipment to its customers for use in their own operations. Mr. Kent currently serves as the President and Chief Executive Officer of CVR and the Company anticipates that he will continue in that role after the acquisition.

The purchase price is $64.0 million, subject to various adjustments, and includes: (i) up to $38.0 million to pay off or assume existing indebtedness of CVR, (ii) $5.0 million in cash to retire certain related party indebtedness, and (iii) approximately $21.0 million to Shareholders, of which approximately $15.0 million (70%) will be paid in cash and $6 million (30%) will be paid in the Company’s common stock. The Company also has agreed to pay two key CVR employees an aggregate amount of $2.0 million in cash and stock, one-half of which to be paid at closing and the balance to be paid, subject to certain restrictions, on January 1, 2012. The Company will make additional payments to Shareholders upon the achievement of certain EBITDA targets, as described below. In addition, the Company will assume up to an additional $5.0 million of indebtedness incurred to expand CVR’s operations in key geographies. The Company’s common stock paid at closing will be valued on a per share basis at the average of the closing sales price on the New York Stock Exchange for the ten trading days immediately preceding the public announcement of the Purchase Agreement