Clean Harbors Commences Cash Tender Offer and Consent Solicitation for Any and All of Its Outstanding 5.25% Senior Notes Due 2020
Tender Offer and Redemption Expected to be Funded by Proposed
Incremental
Information relative to the tender offer is set forth in the table below.
Title of Security |
CUSIP/ISIN Numbers |
Principal Amount Outstanding |
Tender Offer Consideration* |
Early Participation Payment** |
Total Consideration* |
||||||||||||
5.25% Senior |
184496AJ6/ US 184496AJ69 |
$400,000,000 | $953.05 | $50.00 | $1,003.05 | ||||||||||||
* | 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
Notes that are tendered and accepted for purchase on or prior to the
Expiration Date will be settled only on the date that we refer to as the
“Payment Date,” which will promptly follow the Expiration Date. We
currently expect the 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 Payment Date.
Through the tender offer, the Company is also soliciting, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal, consents from Holders to certain proposed amendments to the indenture under which the Notes were issued and the Notes. The amendments would (i) eliminate substantially all of the restrictive covenants contained in the indenture (other than, among certain other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due) and certain events of default and related provisions and (ii) reduce the required notice period to Holders contained in the optional redemption provisions of the indenture and the Notes from at least 30 days prior to the date of redemption to at least three days prior to the date of redemption. Holders which validly tender their Notes on or prior to the Expiration Date will thereby be consenting to the amendments with respect to their tendered Notes. Adoption of the amendments will require consents from the holders of a majority in aggregate principal amount of the outstanding Notes.
The Company will not be required to purchase any of the Notes tendered
unless certain conditions have been satisfied, including the receipt of
proceeds of a proposed incremental Term Loan B debt financing on terms
satisfactory to the Company in an amount that, together with available
cash and, to the extent the Company so elects, borrowings 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 all of the
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 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 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180619005692/en/
Source:
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