Heritage-Crystal Clean to Offer 2.3 Million Shares of Stock

Date: April 16, 2012

Source: Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. (Elgin, IL) plans sell 2.3 million shares of stock, proceeds of which will be used to reduce debt and for general corporate purposes, including expansion of its oil re-refining capacity. The company provides parts cleaning, used oil re-refining, and hazardous and non-hazardous waste services to customers in the manufacturing and automotive service sectors. In January the company began operating its $40 million oil re-refining plant in Indianapolis, IN, which is the second largest in the US with a capacity to process 50 million gallons per year of used oil feedstock into 30 million gallons of lubricating base oil.

The sole bookrunner for the offering is William Blair & Company, L.L.C. Company filings with the SEC indicate that the Company's founder, President and CEO Joseph Chalhoub has sold about 42,200 shares of stock in recent weeks worth about $904,000.

April 16, 2012

Heritage-Crystal Clean, Inc. Announces Public Offering of Common Stock

Heritage-Crystal Clean, Inc. (the "Company") (Nasdaq:HCCI) announced today that it plans to offer to sell approximately 2,300,000 shares of the Company's common stock. In connection with the offering, the Company expects to grant the underwriters an option for a period of 30 days to purchase up to an additional 345,000 shares of the Company's common stock. The offering price and number of shares will be determined by market conditions at the time of pricing, in consultation with the underwriters.

We intend to use the net proceeds from the offering to reduce a portion of our indebtedness and for general corporate purposes, which may include the addition of re-refining capacity via expansion of our existing re-refinery, construction of a new re-refinery, acquisitions or investments in existing re-refineries and/or acquisitions of used oil collection capacity.

The sole bookrunner for the offering is William Blair & Company, L.L.C. The co-managers for this offering are Robert W. Baird & Co. Incorporated and Needham & Company, LLC. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from the prospectus department of William Blair & Company, L.L.C. by written request to Prospectus Department, 222 West Adams Street, Chicago, Illinois 60606 or by telephone at (312) 364-8600 or Toll-free at (800) 621-0687.

A shelf registration statement relating to the offering of the common stock was filed with the U.S. Securities and Exchange Commission (SEC) on February 13, 2012 and has become effective. The offering is being made only by means of a prospectus supplement and accompanying prospectus, forming a part of the registration statement. Before investing, you should read the prospectus supplement and the accompanying prospectus for information about the Company and this offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This offering may be made only by means of a prospectus.

Safe Harbor Statement

All references to the "Company," "we," "our," and "us" refer to Heritage-Crystal Clean, Inc., and its subsidiary, Heritage-Crystal Clean, LLC.

This release contains forward-looking statements that are based upon current management expectations. Generally, the words "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "will be," "will continue," "will likely result," "would" and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others: the used oil re-refinery does not perform as anticipated; we are unable to generate sufficient funds to support our used oil re-refinery; we are unable to collect sufficient used oil to run our used oil re-refinery at full capacity; the used oil re-refinery may not generate the operating results that we anticipate; we do not realize the anticipated benefits from our acquisition of the Warrior Group; our ability to comply with the extensive environmental, health and safety and employment laws and regulations that our Company is subject to; changes in environmental laws that affect our business model; competition; claims relating to our handling of hazardous substances; the limited demand for our used solvent; our dependency on key employees; our ability to effectively manage our extended network of branch locations; warranty expense and liability claims; personal injury litigation; dependency of suppliers; economic conditions including the recent recession and financial crisis, and downturns in the business cycles of automotive repair shops, industrial manufacturing business and small businesses in general; increased solvent, fuel and energy costs and volatility in the price of crude oil; the control of The Heritage Group over our Company; and the risks identified in our Annual Report on Form 10-K filed with the SEC on February 29, 2012 and subsequent filings with the SEC. Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update or revise them or provide reasons why actual results may differ. The information in this release should be read in light of such risks and in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this release.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, and hazardous and non-hazardous waste services to small and mid-sized customers in both the manufacturing and automotive service sectors. Our service programs include parts cleaning, containerized waste management, used oil collection and re-refining, and vacuum truck services. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Our customers include businesses involved in vehicle maintenance operations, such as car dealerships, automotive repair shops, and trucking firms, as well as small manufacturers, such as metal product fabricators and printers. Through our used oil re-refining program, we recycle used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Heritage-Crystal Clean, Inc. is headquartered in Elgin, Illinois, and operates through 67 branches serving over 58,000 customer locations.

For more information, contact:
Mark DeVita, Chief Financial Officer
(847) 836-5670.

The Company uses its website to make available information to investors and the public at www.crystal-clean.com.

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