CLEAN HARBORS,INC. (NYSE:CLH) Files An 8-K Other EventsItem 9.01 Other Events.
On July3, 2018, Clean Harbors,Inc. (“Clean Harbors” or the “Company”) issued a press release announcing that, to its previously announced tender offer and consent solicitation (collectively, the “Tender Offer”) to purchase any and all of its outstanding $400.0 million aggregate principal amount of 5.25% senior notes due 2020 (the “2020 Notes”), Clean Harbors received on or prior to the early tender deadline at 5:00p.m., New York City time, on July2, 2018 (the “Early Tender Date”) tenders and consents from the holders of an aggregate of $321.9 million principal amount, or 80.5%, of the total outstanding 2020 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”). The consents received exceeded the amount needed to approve the proposed amendments described in the Offer to Purchase to the indenture under which the 2020 Notes were issued (the “2020 Notes Indenture”).
Under the terms of the Tender Offer, holders of 2020 Notes which validly tendered (and did not validly withdraw) their 2020 Notes on or prior to the Early Tender Date will receive $1,003.05 per $1,000.00 in principal amount of 2020 Notes accepted for purchase (the “Total Consideration”), plus accrued but unpaid interest up to, but not including, the payment date. The Total Consideration includes an early tender payment of $50.00 per $1,000.00 in principal amount of 2020 Notes (the “Early Tender Payment”). Clean Harbors now anticipates making payment on July19, 2018 for all of the 2020 Notes which were validly tendered (and not validly withdrawn) on or prior to the Early Tender Date.
Holders which validly tender after the Early Tender Date but prior to the expiration of the Tender Offer at 11:59 p.m., New York City time, on July 17, 2018 (the “Expiration Date”), unless the Tender Offer is extended or earlier terminated, will receive $953.05 per $1,000.00 in principal amount of 2020 Notes accepted for purchase, plus accrued but unpaid interest up to, but not including, the payment date. Such payment will represent the Total Consideration less the Early Tender Payment.
Clean Harbors will not be required to purchase any of the 2020 Notes tendered unless certain conditions are satisfied, including the receipt of proceeds of an incremental Term Loan B debt financing on terms satisfactory to the Company in an amount that, together with available cash and, to the extent Clean Harbors so elects, borrowings under Clean Harbors’ existing revolving credit facility, will be sufficient to purchase all $400,000,000 aggregate principal amount of outstanding 2020 Notes and pay any premium, accrued and unpaid interest and fees and expenses in connection therewith.
Based on the consents received by the Early Tender Date, Clean Harbors and the trustee under the 2020 Notes Indenture are expected to enter into a supplemental indenture that will, once operative, eliminate substantially all of the restrictive covenants and certain events of default and reduce the required notice period contained in the optional redemption provisions of the 2020 Notes Indenture from at least 30 days prior to the date of redemption to at least three days prior to the date of redemption. The supplemental indenture is expected to become operative upon payment for the 2020 Notes tendered by the Early Tender Date as described above. Clean Harbors intends to redeem any 2020 Notes that remain outstanding after the consummation of the Tender Offer. Under the 2020 Notes Indenture, as amended by the supplemental indenture, such 2020 Notes may be redeemed on or after August 1, 2018 at a redemption price of $1,000.00 per $1,000.00 principal amount of 2020 Notes, plus accrued but unpaid interest up to, but not including, the redemption date. However, there is no assurance that any such redemption will occur.
For additional information concerning the foregoing, a copy of the press release dated July3, 2018 is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Neither this Current Report on Form8-K nor the press release attached as an exhibit hereto is an offer to purchase or the solicitation of consents with respect to the 2020 Notes. The Tender Offer is only being made to the Offer to Purchase and the related Letter of Transmittal and Consent.
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 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 Incremental $350 Million Term Loan B Debt Financing Along with Available Cash or Borrowings under Clean Harbors’ 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.
