JFL-WCS Partners, LLC entered into agreement acquire Waste Control Specialists, LLC from Valhi, Inc. (NYSE:VHI) on December 19, 2017. Under the transaction, JFL-WCS Partners, LLC will acquire Waste Control Specialists, LLC for consideration consisting of the assumption of all Waste Control Specialists, LLC's third-party indebtedness and other liabilities. Additionally, all financial assurance obligations related to the Waste Control Specialists, LLC's business, previously provided in part by Valhi, Inc. and certain of its affiliates, will be assumed by Waste Control Specialists, LLC or one or more of its new affiliates. JFL Equity Investors IV, L.P. has committed to invest the cash amount for the transaction. Evercore Partners Inc. also acted as placement agent for the debt financing for the transaction which was provided by The Carlyle Group's Credit Opportunities Fund. In this transaction, JFL-WCS Partners, LLC is being used as a platform by J.F. Lehman & Company, Inc. for acquisition. JFL-WCS Partners, LLC will pay a termination fee of $3 million if the deal gets terminated. The transaction is subject to obtaining debt financing as per the terms and conditions that are acceptable to JFL-WCS Partners, LLC. As of January 26, 2018, financing was secured. Neel Lemon and Samantha Crispin of Baker Botts L.L.P. acted as legal advisors to Valhi, Inc. Giles Elliott and Alain Dermarkar of Jones Day acted as legal advisors to J.F. Lehman & Company, Inc., sponsor of JFL-WCS Partners, LLC. Evercore Inc. (NYSE:EVR) acted as the financial advisor and Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to J.F. Lehman & Company, Inc., sponsor of JFL-WCS Partners, LLC. JFL-WCS Partners, LLC completed the acquisition of Waste Control Specialists, LLC from Valhi, Inc. (NYSE:VHI) on January 26, 2018.