Clean Harbors Commences Cash Tender Offer for Any and All $845,000,000 Aggregate Principal Amount of Its Outstanding 5.125% Senior Notes Due 2021
Information relative to the Tender Offer is set forth in the table below.
Title of |
CUSIP/ISIN |
Principal |
Tender Offer |
Early |
Total |
|||||||||||
5.125% Senior |
184496 AL1/ |
$845,000,000 | $952.99 | $50.00 | $1,002.99 | |||||||||||
* | For each $1,000 principal amount of Notes, excluding any accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable. | ||
** | For each $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date (as defined below). | ||
The Tender Offer will expire at
In connection with the Tender Offer, the Company is soliciting the
consents of holders of the Notes to certain proposed amendments to the
indenture governing the 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
from at least 30 days prior to the date of redemption to at least three
days prior to the date of redemption. The Company intends to redeem any
and all Notes that remain outstanding after the consummation of the
Tender Offer at a price of
Notes that are tendered and accepted for purchase at or prior to the
Early Tender Date will be settled only on the date that we refer to as
the “Initial Payment Date,” which will promptly follow the Early Tender
Date. We currently expect the Initial Payment Date to be
In addition to the applicable Tender Offer Consideration or the Total 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 Initial Payment Date or the Final Payment Date, as applicable.
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 debt financing on terms satisfactory to the
Company in an amount that, together with available cash and, to the
extent the Company so elects, borrowing under the Company’s existing
revolving credit facility, will be sufficient to purchase all
The Tender Offer is not conditioned on any minimum amount of Notes being
tendered but, if less than
This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made by means of the Offer to Purchase and Consent Solicitation and the related Letter of Transmittal. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful.
In connection with the Tender Offer,
About
Safe Harbor Statement
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190618005518/en/
Source:
Michael L. Battles
EVP and Chief Financial Officer
Clean
Harbors, Inc.
781.792.5100
InvestorRelations@cleanharbors.com
Jim Buckley
SVP Investor Relations
Clean Harbors, Inc.
781.792.5100
Buckley.James@cleanharbors.com