CLEAN HARBORS, INC. (NYSE:CLH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Term Loan Agreement
On June 30, 2017, Clean Harbors, Inc., a Massachusetts
corporation (the Company), and substantially all of the Companys
domestic subsidiaries as guarantors, entered into a $400.0
million senior secured Credit Agreement (the Term Loan Agreement)
with Goldman Sachs Lending Partners LLC, as administrative agent
and collateral agent (the Agent), and certain other financial
institutions. Loans under the Term Loan Agreement will mature
seven years from June 30, 2017 and may be prepaid at any time
without premium or penalty other than customary breakage costs
with respect to Eurodollar based loans or if the Company engages
in certain repricing transactions before December 31, 2017, in
which event a 1.0% prepayment premium would be due. The Companys
obligations under the Term Loan Agreement are guaranteed by all
of the Companys domestic restricted subsidiaries and secured by
liens on substantially all of the assets of the Company and the
guarantors.
corporation (the Company), and substantially all of the Companys
domestic subsidiaries as guarantors, entered into a $400.0
million senior secured Credit Agreement (the Term Loan Agreement)
with Goldman Sachs Lending Partners LLC, as administrative agent
and collateral agent (the Agent), and certain other financial
institutions. Loans under the Term Loan Agreement will mature
seven years from June 30, 2017 and may be prepaid at any time
without premium or penalty other than customary breakage costs
with respect to Eurodollar based loans or if the Company engages
in certain repricing transactions before December 31, 2017, in
which event a 1.0% prepayment premium would be due. The Companys
obligations under the Term Loan Agreement are guaranteed by all
of the Companys domestic restricted subsidiaries and secured by
liens on substantially all of the assets of the Company and the
guarantors.
Borrowings under the Term Loan Agreement will bear interest, at
the Companys election, at either of the following rates: (a) the
sum of the Eurodollar Rate (as defined in the Term Loan
Agreement) plus 2.00%, or (b) the sum of the Base Rate (as
defined in the Term Loan Agreement) plus 1.00%, with the
Eurodollar Rate being subject to a floor of 0.00%. The Company
has also agreed to pay certain customary fees under the Term Loan
Agreement, including an annual administrative fee to the Agent.
the Companys election, at either of the following rates: (a) the
sum of the Eurodollar Rate (as defined in the Term Loan
Agreement) plus 2.00%, or (b) the sum of the Base Rate (as
defined in the Term Loan Agreement) plus 1.00%, with the
Eurodollar Rate being subject to a floor of 0.00%. The Company
has also agreed to pay certain customary fees under the Term Loan
Agreement, including an annual administrative fee to the Agent.
On June 30, 2017, the Company borrowed $400.00 million under the
Term Loan Agreement and used approximately $313.0 million of the
proceeds to purchase approximately $296.2 million aggregate
principal amount (the Repurchased Notes) of the Companys
previously outstanding $800.0 million aggregate principal amount
of 5.25% senior notes due 2020 (the 2020 Notes), pay accrued
interest on the Repurchased Notes, and pay fees and expenses
incurred in connection with the Term Loan financing and the
tender offer for 2020 Notes. Subject to certain conditions,
including the completion of such borrowing under the Term Loan
Agreement, the Company had on June 28, 2017, accepted the
Repurchased Notes for purchase in that tender offer.
Term Loan Agreement and used approximately $313.0 million of the
proceeds to purchase approximately $296.2 million aggregate
principal amount (the Repurchased Notes) of the Companys
previously outstanding $800.0 million aggregate principal amount
of 5.25% senior notes due 2020 (the 2020 Notes), pay accrued
interest on the Repurchased Notes, and pay fees and expenses
incurred in connection with the Term Loan financing and the
tender offer for 2020 Notes. Subject to certain conditions,
including the completion of such borrowing under the Term Loan
Agreement, the Company had on June 28, 2017, accepted the
Repurchased Notes for purchase in that tender offer.
On June 30, 2017, the Company also delivered a notice of
redemption to the holders of the approximately $503.8 million
aggregate principal amount of 2020 Notes which remained
outstanding after the purchase of the Repurchased Notes. to that
notice, the Company will redeem on August 1, 2017, approximately
$103.8 million aggregate principal amount of 2020 Notes at a
redemption price of 101.313%, plus accrued but unpaid interest.
The Company will finance the redemption through the remaining net
proceeds of the Term Loan financing described above, plus
available cash.
redemption to the holders of the approximately $503.8 million
aggregate principal amount of 2020 Notes which remained
outstanding after the purchase of the Repurchased Notes. to that
notice, the Company will redeem on August 1, 2017, approximately
$103.8 million aggregate principal amount of 2020 Notes at a
redemption price of 101.313%, plus accrued but unpaid interest.
The Company will finance the redemption through the remaining net
proceeds of the Term Loan financing described above, plus
available cash.
The Term Loan Agreement contains representations and warranties,
affirmative and negative covenants, and events of default, which
the Company believes are usual and customary for an agreement of
this type. Such covenants restrict the Companys ability, among
other matters, to incur debt, create liens on the Companys
assets, make restricted payments or investments or enter into
transactions with affiliates.
affirmative and negative covenants, and events of default, which
the Company believes are usual and customary for an agreement of
this type. Such covenants restrict the Companys ability, among
other matters, to incur debt, create liens on the Companys
assets, make restricted payments or investments or enter into
transactions with affiliates.
Amendment to Revolving Credit Agreement
On June 30, 2017, the Company entered into an amendment (the
Amendment Agreement) to the Companys Fifth Amended and Restated
Credit Agreement dated as of November 1, 2016 (as so amended, the
Revolving Credit Agreement) with Bank of America, N.A. (BofA) as
the administrative agent (the Agent), and the Lenders thereunder.
Under the Revolving Credit Agreement, the Company has the right
to obtain revolving loans and letters of credit for a combined
maximum of up to $300.0 million (with a sub-limit of $250.0
million for letters of credit) and one of the Companys Canadian
subsidiaries has the right to obtain revolving loans and letters
of credit for a combined maximum of up to $100.0 million (with a
$75.0 million sub-limit for letters of credit).
Amendment Agreement) to the Companys Fifth Amended and Restated
Credit Agreement dated as of November 1, 2016 (as so amended, the
Revolving Credit Agreement) with Bank of America, N.A. (BofA) as
the administrative agent (the Agent), and the Lenders thereunder.
Under the Revolving Credit Agreement, the Company has the right
to obtain revolving loans and letters of credit for a combined
maximum of up to $300.0 million (with a sub-limit of $250.0
million for letters of credit) and one of the Companys Canadian
subsidiaries has the right to obtain revolving loans and letters
of credit for a combined maximum of up to $100.0 million (with a
$75.0 million sub-limit for letters of credit).
As in effect prior to June 30, 2017, the Revolving Credit
Agreement provided that the Companys obligations under the
Revolving Credit Agreement were secured by the accounts
receivable and proceeds thereof of the Company and its domestic
restricted subsidiaries. As described above, the Term Loan
Agreement which the Company and its domestic restricted
subsidiaries entered into on June 30, 2017, provides that the
Companys obligations under the Term Loan Agreement are secured by
liens on substantially all of the assets of the Company and its
domestic restricted subsidiaries. The primary purpose of the
Amendment Agreement was to provide that the
Agreement provided that the Companys obligations under the
Revolving Credit Agreement were secured by the accounts
receivable and proceeds thereof of the Company and its domestic
restricted subsidiaries. As described above, the Term Loan
Agreement which the Company and its domestic restricted
subsidiaries entered into on June 30, 2017, provides that the
Companys obligations under the Term Loan Agreement are secured by
liens on substantially all of the assets of the Company and its
domestic restricted subsidiaries. The primary purpose of the
Amendment Agreement was to provide that the
Companys obligations under the Revolving Credit Agreement will
also be secured by liens on substantially all of the assets
(other than real estate) of the Company.
also be secured by liens on substantially all of the assets
(other than real estate) of the Company.
Intercreditor Agreement
On June 30, 2017, the respective Agents under the Term Loan
Agreement and the Revolving Credit Agreement, acting on behalf of
the respective lenders under such Agreements, entered into an
intercreditor agreement dated as on June 30, 2017 (the
Intercreditor Agreement), which was accepted by the Company and
its domestic restricted subsidiaries. Among other matters, the
Intercreditor Agreement would govern how the respective
priorities of the security interests held by those respective
Agents would be administered in the event of a default by the
Company under either the Term Loan Agreement or the Revolving
Credit Agreement. Under the Intercreditor Agreement, the Agent
under the Revolving Credit Agreement would have a first-priority
lien in the accounts receivable and proceeds thereof, and a
second-priority lien in substantially all of the other assets
(excluding real estate), of the Company and its domestic
restricted subsidiaries, whereas the Agent under the Term Loan
Agreement would have a second-priority lien in such accounts
receivable and proceeds thereof and a first-priority lien in such
other assets (but including certain real estate).
Agreement and the Revolving Credit Agreement, acting on behalf of
the respective lenders under such Agreements, entered into an
intercreditor agreement dated as on June 30, 2017 (the
Intercreditor Agreement), which was accepted by the Company and
its domestic restricted subsidiaries. Among other matters, the
Intercreditor Agreement would govern how the respective
priorities of the security interests held by those respective
Agents would be administered in the event of a default by the
Company under either the Term Loan Agreement or the Revolving
Credit Agreement. Under the Intercreditor Agreement, the Agent
under the Revolving Credit Agreement would have a first-priority
lien in the accounts receivable and proceeds thereof, and a
second-priority lien in substantially all of the other assets
(excluding real estate), of the Company and its domestic
restricted subsidiaries, whereas the Agent under the Term Loan
Agreement would have a second-priority lien in such accounts
receivable and proceeds thereof and a first-priority lien in such
other assets (but including certain real estate).
Disclosures Relating to both the Term Loan Agreement and the
Amendment Agreement
Amendment Agreement
The above descriptions of the material terms and conditions of
the Term Loan Agreement, the Amendment Agreement, the related
Security Agreements, and the Intercreditor Agreement do not
purport to be complete and are qualified in their entirety by
reference to the full text of such documents which are filed as
Exhibits to this Report.
the Term Loan Agreement, the Amendment Agreement, the related
Security Agreements, and the Intercreditor Agreement do not
purport to be complete and are qualified in their entirety by
reference to the full text of such documents which are filed as
Exhibits to this Report.
Certain lenders and agents that are parties to the Term Loan
Agreement and the Amendment Agreement, or their respective
affiliates, have in the past performed, and may in the future
from time to time perform, investment banking, financial
advisory, lending or commercial banking services for the Company
and its subsidiaries and affiliates, either directly or through
affiliates, for which they have received, and may in the future
receive, customary compensation and reimbursement of expenses.
Agreement and the Amendment Agreement, or their respective
affiliates, have in the past performed, and may in the future
from time to time perform, investment banking, financial
advisory, lending or commercial banking services for the Company
and its subsidiaries and affiliates, either directly or through
affiliates, for which they have received, and may in the future
receive, customary compensation and reimbursement of expenses.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above is hereby
incorporated into this Item 2.03 by reference.
incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
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Exhibit No.
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Description
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4.34F
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First Amendment to Credit Agreement, dated as of June
30, 2017, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the other Loan Parties party thereto, certain of the Lenders party thereto, which constitute the Required Lenders, and Bank of America, N.A., as Administrative Agent |
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4.34G
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Second Amended and Restated Security Agreement (U.S.
Domiciled Loan Parties) dated as of June 30, 2017, among Clean Harbors, Inc., as the U.S. Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent |
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4.43
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Credit Agreement dated as of June 30, 2017, among the
Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto |
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4.43A
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Security Agreement dated as of June 20, 2017, among
Clean Harbors, Inc. and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent |
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4.44
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Intercreditor Agreement dated as of June 30, 2017,
among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc. listed on the pages thereto (together with any subsidiary that becomes a party thereto after the date thereof), Bank of America, N.A., as the Initial ABL Agent, and Goldman Sachs Lending Partners LLC, as agent under the Term Loan Agreement |
CLEAN HARBORS INC ExhibitEX-4.34F 2 ex434f_firstamendmenttocre.htm EXHIBIT 4.34F Exhibit EX4.34FFINAL FORMFIRST AMENDMENT TO CREDIT AGREEMENTThis FIRST AMENDMENT TO CREDIT AGREEMENT,…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.
