UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2015
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts | 001-34223 | 04-2997780 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
42 Longwater Drive, Norwell, Massachusetts | 02061-9149 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (781) 792-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. | Completion of Acquisition or Disposition of Assets | |
On April 11, 2015, Clean Harbors, Inc. (“Clean Harbors”) completed the acquisition of Heckmann Environmental Services, Inc. (“HES”) and Thermo Fluids Inc. (“TFI”), a wholly-owned subsidiary of HES. The acquisition was accomplished through a purchase by Safety-Kleen, Inc. (“SK”), a wholly-owned subsidiary of Clean Harbors, of all of the issued and outstanding shares of HES from Nuverra Environmental Solutions, Inc. (“NES”). TFI provides environmental services, including used oil recycling, used oil filter recycling, antifreeze products, parts washers and solvent recycling, and industrial waste management services, including vacuum services, remediation, lab pack and hazardous waste management. HES is a holding company that does not conduct any operations.
The terms of the acquisition were as set forth in a Stock Purchase Agreement, dated as of February 3, 2015 (the “SPA”), by and among NES, HES, TFI and SK. Under the SPA, SK paid a purchase price of $85 million in cash, subject to certain closing and post-closing adjustments relating to working capital and certain other assumed liabilities. The acquisition was financed with cash on hand. Additional information regarding the acquisition is contained in the April 14, 2015 press release referenced in Item 9.01 below.
Item 9.01. | Financial Statements and Exhibits | |
(a) Financial Statements of Business Acquired
Based upon information provided to the United States Securities and Exchange Commission (the “SEC”) by Clean Harbors, the SEC has indicated that it would not object if Clean Harbors did not file financial statements for the acquired companies.
(d) Exhibits
Exhibit No. | Description | ||
99.1 | Press Release dated April 14, 2015 | ||
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Clean Harbors, Inc. | |
(Registrant) | |
July 10, 2015 | /s/ James M. Rutledge |
Vice Chairman, President and Chief Financial Officer | |
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Exhibit 99.1
Clean Harbors and Nuverra Close Acquisition of Thermo Fluids Inc.
NORWELL, Mass. and SCOTTSDALE, Ariz., April 14, 2015 /PRNewswire/ -- Clean Harbors Inc. ("Clean Harbors") (NYSE: CLH), the leading provider of environmental, energy and industrial services in North America, and Nuverra Environmental Solutions, Inc. ("Nuverra") (NYSE: NES), a leading provider of full-cycle environmental solutions to the energy end market, today announced the close of Clean Harbors' planned acquisition of Thermo Fluids Inc. (TFI) from Nuverra. Clean Harbors purchased Thermo Fluids for $85 million in an all-cash transaction.
Based in Scottsdale, AZ, TFI provides environmental services in 21 U.S. states through a network of 36 permitted facilities. The company operates a well-maintained fleet of trucks and rail cars in servicing more than 20,000 customers. TFI's range of environmental services includes used oil recycling, used oil filter recycling, antifreeze products, parts washers and solvent recycling. Its industrial waste management services include vacuum services, remediation, lab pack and hazardous waste management.
Clean Harbors Chairman and Chief Executive Officer Alan S. McKim, said, "The acquisition of TFI aligns with our strategy to expand our environmental services customer base and drive incremental volumes into our hazardous waste disposal facilities. TFI ideally complements our SK Environmental Services network as it strengthens our presence in the western U.S. by providing us density in certain regions while also opening new local markets to Clean Harbors.
"Further, TFI will add approximately 50 million gallons of waste oil to Safety-Kleen's recycling and re-refining business. We expect to effectively leverage its highly scalable platform of collection facilities, storage capabilities, rail assets and transportation fleet with our existing re-refining infrastructure. The net result will be much more efficient collection and movement of waste oil throughout Safety-Kleen's entire network," McKim concluded.
Mark D. Johnsrud, Nuverra's Chairman and Chief Executive Officer, said, "We believe Clean Harbors and its Safety-Kleen division are an excellent strategic fit for TFI and its employees. We commend the TFI team for their commitment to ensuring customers continue to receive the highest-quality services during this transition. This transaction enables us to now fully focus on our core shale solutions business strategies."
Nuverra will apply 100% of the net proceeds received to reduce the outstanding balance under its asset-based revolving credit facility. Pursuant to the agreement, $4.25 million of the proceeds was deposited into an indemnity escrow account to secure certain obligations of Nuverra under the purchase agreement. After giving effect to the indemnity escrow, the closing date working capital adjustment and the payment of transaction fees and expenses, the amount of net cash proceeds received by Nuverra on the closing date was approximately $74.6 million.
Houlihan Lokey acted as exclusive financial advisor to Nuverra in connection with the transaction, and Squire Patton Boggs served as Nuverra's legal counsel.
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 the Fortune 500, across the chemical, energy, manufacturing and additional markets, 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 recycler and re-refiner 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.
About Nuverra
Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive and full-cycle environmental solutions to customers in the energy end-market. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, waste fluids and hydrocarbons. Nuverra continues to expand its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Interested parties can access additional information about Nuverra on its web site at http://www.nuverra.com, and in documents filed with the United States Securities and Exchange Commission, on the SEC's web site at http://www.sec.gov.
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' and Nuverra's 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' and Nuverra's most recently filed Form 10-K,Form 10-Q and other reports filed with the Securities and Exchange Commission Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors and Nuverra undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through their filings with the Securities and Exchange Commission, which may be viewed in the "Investors" section of Clean Harbors' website at www.cleanharbors.com or the "Investors" section of Nuverra's website at www.nuverra.com.
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