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

On June 14, 2017, Clean Harbors, Inc. (the Company) issued a
press release announcing that it is commencing a 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.

Under the terms of the Tender Offer, holders of Notes who validly
tender their Notes to the offer by 5:00 p.m., New York City time,
on June 27, 2017 (such date and time, as the same may be
extended, the Early Participation Date), 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). Holders who validly tender their Notes
after the Early Participation Date but prior to 11:59 p.m., New
York City time, on July 12, 2017 (such date and time, as the same
may be extended, the 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
Participation Payment, or $965.75 (the Tender Offer
Consideration). Tendered Notes may be withdrawn at or prior to
5:00 p.m., New York City time, on June 27, 2017, 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
applicable payment date.

Subject to the terms and conditions of the Offer to Purchase (and
any amendments or supplements thereto), the Company will accept
for payment only validly tendered Notes up to an aggregate
principal amount of Notes equal to $400.0 million. If the
aggregate principal amount of Notes validly tendered exceeds
$400.0 million, proration will occur if the Company accepts Notes
for purchase to the Offer to Purchase. If the aggregate principal
amount of Notes validly tendered as of the Early Participation
Date is less than $400.0 million, Notes validly tendered after
the Early Participation Date may be subject to proration, whereas
Notes validly tendered at or prior to the Early Participation
Date will not be subject to proration. If the aggregate principal
amount of Notes validly tendered on or prior to the Early
Participation Date equals or exceeds $400.0 million, the Company
will not accept any Notes for purchase after the Early
Participation Date and Notes tendered on or prior to the Early
Participation Date will be subject to proration to the extent
such tendered Notes exceed $400.0 million.

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 Term Loan B facility debt
financing on terms satisfactory to the Company in an amount that,
together with available cash, will be sufficient to purchase
$400,000,000 aggregate principal amount of Notes and pay any
premium, accrued and unpaid interest and fees and expenses in
connection therewith.

For additional information concerning the foregoing, a copy of
the Companys press release dated June 14, 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):