CLEAN HARBORS,INC. (NYSE:CLH) Files An 8-K Other EventsItem 9.01 Other Events
On June 19, 2018, Clean Harbors, Inc. (the “Company”) issued a press release announcing that it is commencing a tender offer (the “Tender Offer”) to purchase for cash any and all of the Company’s $400.0 million outstanding aggregate principal amount of 5.25% senior notes due 2020 (the “Notes”), The terms of the Tender Offer are detailed in the Company’s Offer to Purchase and Consent Solicitation dated June 19, 2018 (the “Offer to Purchase”) and a related Letter of Transmittal.
The Tender Offer will expire at 11:59 p.m., New York City time, on July 17, 2018 unless extended (such date and time, as the same may be extended, the “Expiration Date”). Holders of Notes which validly tender their Notes to the offer by 5:00 p.m., New York City time, on July 2, 2018 unless extended (such date and time, as the same may be extended, the “Early Tender Date”), will be paid, for each $1,000 principal amount of Notes accepted for purchase, cash in an amount equal to $1,003.05 (the “Total Consideration”), which includes an early tender payment of $50.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Payment”). Holders which validly tender their Notes after the Early Tender Date but on or prior to Expiration Date will be paid, for each $1,000 principal amount of the Notes accepted for purchase, cash in an amount equal to the Total Consideration minus the Early Tender Payment, or $953.05 (the “Tender Offer Consideration”). There will be a single payment date, currently expected to be July 19, 2018, for all Notes which are validly tendered and accepted for purchase regardless of whether such Notes are tendered on or prior to the Early Tender Date. Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on July 2, 2018, unless extended.
In addition to the applicable Total Consideration or Tender Offer Consideration, as applicable, all Notes accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the payment date.
For additional information concerning the foregoing, a copy of the Company’s press release dated June 19, 2018 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached as an exhibit hereto is an offer to purchase any Notes. The Tender Offer is only being made to the Offer to Purchase and the related Letter of Transmittal.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits. The following exhibit is being filed herewith (furnished solely for purposes of Item 9.01 of this Form8-K):
CLEAN HARBORS INC ExhibitEX-99.1 2 ex991pressrelease1.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1 Press ReleaseClean Harbors Commences Cash Tender Offer and Consent Solicitation for Any and All of Its Outstanding 5.25% Senior Notes Due 2020 Tender Offer and Redemption Expected to be Funded by Proposed Incremental $350 Million Term Loan B Debt Financing Along With Available Cash or Borrowings Under the Company’s Existing Revolving Credit FacilityNORWELL,…To view the full exhibit click here
About CLEAN HARBORS,INC. (NYSE:CLH)
Clean Harbors, Inc. is a provider of environmental, energy and industrial services. The Company operates in six segments: Technical Services; Industrial and Field Services; Kleen Performance Products; SK Environmental Services; Lodging Services, and Oil and Gas Field Services. Its Technical Services segment involves the collection, transportation, treatment and disposal of hazardous and non-hazardous wastes. Its Industrial services segment offers industrial maintenance services and industrial services. Its Kleen Performance Products segment processes used oil to convert into a range of products. SK Environmental Services segment offers environmental services and complementary products. Lodging Services consists of four lines of businesses: Lodge Operations, Mobile Camp Operations, Hospitality Operations and Manufacturing. Oil and Gas Field Services segment provides fluid handling, fluid hauling, production servicing, surface rentals, seismic services and directional boring services.
