Tender 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
Facility
NORWELL, Mass.--(BUSINESS WIRE)--Jul. 3, 2018--
Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE:CLH) today
announced that, pursuant 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
by the early tender payment deadline at 5:00 p.m., New York City time,
on July 2, 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
described in the Company’s Offer to Purchase and Consent Solicitation
dated June 19, 2018 (the “Offer to Purchase”). The consents received
exceed 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 July 19, 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withdrawn) on or prior to the Early Tender Date.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 the
Company’s 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.
Requests for copies of the Offer to Purchase and other documents
relating to the Tender Offer may be directed to Global Bondholder
Services Corp., the Information Agent, at (866) 794-2200 (toll free) or
(212) 430-3774. Goldman, Sachs & Co. LLC is acting as Dealer Manager for
the Tender Offer. Questions regarding the Tender Offer may be directed
to Goldman, Sachs & Co. LLC at (800) 828-3182 (toll free) or (212)
357-1452.
This press release is not an offer to purchase or solicitation of
consents with respect to the 2020 Notes. The Tender Offer is only being
made pursuant to the Offer to Purchase and the related Letter of
Transmittal and Consent.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of
environmental, energy and industrial services. The Company serves a
diverse customer base, including a majority of Fortune 500 companies.
Its customer base spans a number of industries, including chemical,
energy and manufacturing, as well as numerous government agencies. These
customers rely on Clean Harbors to deliver a broad range of services
such as end-to-end hazardous waste management, emergency spill response,
industrial cleaning and maintenance, and recycling services. Through its
Safety-Kleen subsidiary, Clean Harbors also is North America’s largest
re-refiner and recycler of used oil and a leading provider of parts
washers and environmental services to commercial, industrial and
automotive customers. Founded in 1980 and based in Massachusetts, Clean
Harbors operates throughout the United States, Canada, Mexico and Puerto
Rico. For more information, visit www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of thePrivate
Securities Litigation Reform Act of 1995. These forward-looking
statements are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,”
“projects,” or similar expressions. Such statements may include, but are
not limited to, statements about future financial and operating results,
and other statements that are not historical facts. Such statements are
based upon the beliefs and expectations of Clean Harbors’ management as
of this date only and are subject to certain risks and uncertainties
that could cause actual results to differ materially including, without
limitation, those items identified as “risk factors” in Clean Harbors’
most recently filed Form 10-K and Form 10-Q. Therefore, readers are
cautioned not to place undue reliance on these forward-looking
statements. Clean Harbors undertakes no obligation to revise or publicly
release the results of any revision to these forward-looking statements
other than through its filings with the Securities and Exchange
Commission, which may be viewed in the “Investors” section of Clean
Harbors’ website at www.cleanharbors.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180703005071/en/
Source: Clean Harbors, Inc.
Clean Harbors, Inc.
Michael L. Battles, 781-792-5100
EVP and
Chief Financial Officer
InvestorRelations@cleanharbors.com
or
Jim
Buckley, 781-792-5100
SVP Investor Relations
Buckley.James@cleanharbors.com
