CLEAN HARBORS, INC. (NYSE:CLH) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On June 18, 2019, Clean Harbors Inc. (the “Company”) announced that it is commencing a private offering of $800.0 million of new unsecured senior notes (the “Notes”). The Company expects that a portion of the Notes will mature in 2027 and a portion will mature in 2029. The press release related to the Notes offering is attached as Exhibit 99.1 and is incorporated herein by reference.
The Company also announced on June 18, 2019, that it is commencing a cash tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $845.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021 (the “2021 Notes”). In connection with the Tender Offer, the Company is soliciting the consents of holders of the 2021 Notes to certain proposed amendments to the indenture governing the 2021 Notes (the “Consent Solicitation”). The primary purpose of the Consent Solicitation and proposed amendments is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions and reduce the required notice period contained in the optional redemption provisions of the indenture. The press release related to the Tender Offer and Consent Solicitation is attached as Exhibit 99.2 and is incorporated herein by reference.
Neither the press release related to the Notes nor this Current Report on Form 8-K constitutes an offer to sell or a solicitation of an offer to buy any of the Notes. Neither the press release related to the Tender Offer and Consent Solicitation nor this Current Report on Form 8-K constitutes an offer to buy or a solicitation of an offer to sell any of the 2021 Notes or a notice of redemption under the optional redemption provisions of the indenture governing the 2021 Notes. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. Notwithstanding the foregoing, the information disclosed under Item 7.01 of this Current Report on Form 8-K is incorporated by reference in the Offer to Purchase and Consent Solicitation dated June 18, 2019 of the Company with respect to any and all of the Company’s 2021 Notes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith (furnished solely for purposes of Item 7.01 of this Form 8-K):
CLEAN HARBORS INC Exhibit
EX-99.1 2 clh-6182019ex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Press ReleaseClean Harbors Announces $800 Million Senior Notes Offering Norwell,…
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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.
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