Harsco Corporation (NYSE:HSC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On June 10, 2019, Harsco Corporation (the Company) issued a press release announcing that it has commenced a private offering (the Private Offering) of $500 million aggregate principal amount of senior unsecured notes due 2027 (the Notes). The Company also announced that it is seeking, concurrently with the Private Offering, to amend the credit agreement governing its senior secured credit facility that would, among other things, (i) increase its revolving credit facility by $200 million, (ii) extend the maturity of its revolving credit facility to June 2024, (iii) reduce the interest rate margins and commitment fees applicable to its revolving credit loans, and (iv) adjust certain covenants (the Amendment). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. There can be no assurance that the Company will be able to complete either the Private Offering or the Amendment on terms and conditions favorable to it or at all, and the Company may decide to not pursue either or both of the Private Offering and the Amendment before completion. The Private Offering is being made in connection with the Companys previously announced acquisition (the Acquisition) of CEHI Acquisition Corporation (Clean Earth). The consummation of the Private Offering is conditioned on the contemporaneous closing of the Acquisition.
In connection with the proposed Private Offering, the Company provided potential investors with a preliminary offering circular, dated June 10, 2019 (the Preliminary Offering Circular). The Preliminary Offering Circular contains (i) certain information not previously disclosed by the Company, (ii) unaudited pro forma condensed combined financial information and notes thereto giving effect to the Companys pending acquisition of Clean Earth and the other transactions described therein, (iii) audited financial statements of Clean Earth as of and for the years ended December 31, 2018 and 2017 and notes thereto and (iv) the unaudited consolidated financial statements of Clean Earth as of and for the three months ended March 31, 2019 and 2018 and notes thereto. This information is included in Exhibits 99.2, 99.3, 99.4 and 99.5 attached hereto, respectively.
The information in Item 7.01 on this Current Report on Form 8-K and Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 attached hereto is being furnished to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the Securities Act).
The information filed in this Form 8-K to Item 7.01, including the information contained in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Private Offering.
This communication contains forward-looking statements based on managements current expectations, estimates and projections. The nature of the Companys business and the many countries in which it operates subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about managements confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as may, could, expect, anticipate, intend, believe, likely, estimate, outlook, plan or other comparable terms.
Factors that could cause actual results, developments and business decisions to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which we operate, including general economic conditions; (2) unforeseen business disruptions in one or more of the many countries in which we operate due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (3) the seasonal nature of our business; (4) the financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; (5) the outcome of any disputes with customers, contractors and subcontractors; (6) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (7) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (8) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards; (9) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in our pension plans and the accounting for pension assets, liabilities and expenses; (10) the integration of our strategic acquisitions; (11) our ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) disruptions associated with labor disputes and increased operating costs associated with