March 17, 2014

PERMA-FIX CLOSES ON ACQUISITION OF SEC

By ExchangeMonitor

Perma-Fix Environmental Services, Inc. has closed on its acquisition of Safety & Ecology Holdings Corporation and its subsidiaries from Homeland Security Capital Corporation. The purchase price was $19.4 million, about $5 million less than Perma-Fix originally estimated after adjustments to the agreement were made last month. “It’s now official—they’re part of Perma-Fix. So that’s done, it’s now no longer a case of sitting here trying to figure out how to make it work, but actually working together,” Lou Centofanti, chairman and CEO of Perma-Fix, told RW Monitor yesterday. “We’re starting off this week, we’re on our way up to Oak Ridge [where SEC is based] to have meetings up there with all the staff and everyone there. Right now we’re focusing on the more mundane stuff, running the company.”

Under the agreement finalized this week, Perma-Fix will pay $19.4 million, after working capital adjustments, consisting of $16.9 million in cash, along with a 3-year unsecured $2.5 million promissory note, bearing an annual interest rate of 6 percent. Perma-Fix also has the right to prepay the note without penalty or interest and has agreed to prepay $500,000 of the note within 10 days after closing. In connection with the transaction, Perma-Fix assumed approximately $8.3 million of working capital and approximately $8.9 million of net tangible assets. Simultaneous with the closing, certain key management investors of SEC have purchased approximately $1 million of Perma-Fix’s restricted common stock in a private placement, with the purchase price for the stock deducted from the cash portion of the purchase price. “We see with their service group and our service group, when you combine those two for onsite services and some of our waste expertise, our main focus will be helping the prime contractors to be their advisers and waste managers,” Centofanti said.

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