CLEAN HARBORS, INC. (NYSE:CLH) Files An 8-K Other Events

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CLEAN HARBORS, INC. (NYSE:CLH) Files An 8-K Other Events

Item 8.01 Other Events

On June 28, 2017, Clean Harbors, Inc. (the Company) issued a
press release announcing the early tender results for its
previously announced cash tender offer (the Tender Offer) to
purchase up to $400.0 million aggregate principal amount of the
Companys outstanding $800.0 million aggregate principal amount of
5.25% senior notes due 2020 (the Notes). The terms of the Tender
Offer are detailed in the Companys Offer to Purchase dated June
14, 2017 (the Offer to Purchase) and a related Letter of
Transmittal.
An aggregate of approximately $296.2 million principal amount of
Notes were validly tendered and not validly withdrawn as of 5:00
p.m., New York City time, on June 27, 2017 (such date and time,
the Early Participation Date). Of those validly tendered Notes,
the Company has accepted for purchase all of the approximately
$296.2 million principal amount of Notes which were validly
tendered and not validly withdrawn as of the Early Participation
Date.
The Company expects to redeem, in accordance with the terms of
the indenture which governs the Notes, Notes having an aggregate
principal amount of approximately $103.8 million. Under the
indenture, the Notes may be redeemed on or after August 1, 2017
for 101.313% of their principal amount, plus accrued interest.
The Company will not be required to purchase any of the Notes
tendered unless certain conditions have been satisfied, including
the receipt of proceeds from a proposed debt financing on terms
satisfactory to the Company in an amount that, together with
available cash, will be sufficient to purchase or redeem $400.0
million aggregate principal amount of Notes and pay any premium,
accrued and unpaid interest and fees and expenses in connection
therewith. The Company now expects to satisfy that condition
through a proposed Term Loan B debt financing to be completed on
June 30, 2017.
Under the terms of the Tender Offer, holders of the $296.2
million aggregate principal amount of Notes which the Company
anticipates will be accepted for purchase will be paid, for each
$1,000 principal amount of Notes accepted for purchase, cash in
an amount equal to $1,015.75 (the Total Consideration), which
includes an early participation payment of $50.00 per $1,000
principal amount of Notes accepted for purchase (the Early
Participation Payment). The Company now expects to make payment
for the accepted Notes on June 30, 2017 (the Early Payment Date).
In addition to the Total Consideration, 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 Early Payment Date.
For additional information concerning the foregoing, a copy of
the Companys press release dated June 28, 2017 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 8.01 of this Form 8-K):
Exhibit No.
Description
99.1
Press Release of the Company, dated June 28, 2017



CLEAN HARBORS INC Exhibit
EX-99.1 2 ex991pressrelease.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1                Press ReleaseCLEAN HARBORS ANNOUNCES EARLY RESULTS OF TENDER OFFER AND INTENDED REDEMPTION OF 5.25% SENIOR NOTES DUE 2020Tender Offer and Early Redemption Expected to be Funded by Proposed $400 Million Term Loan B Debt Financing to be Completed on June 30,…
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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.