Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2023, Clean Harbors, Inc. (the "Company") entered into a purchase agreement (the "note purchase agreement"), between the Company, the Company's domestic subsidiaries as guarantors, and Goldman Sachs & Co. LLC, as the representative of the initial purchasers named therein (the "initial purchasers"). Pursuant to the note purchase agreement, the initial purchasers have agreed to purchase, and the Company has agreed to issue and sell, $500.0 million aggregate principal amount of 6.375% senior notes due 2031 (the "notes"), which the initial purchasers have agreed to purchase for purposes of resale to investors in an offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). Under the note purchase agreement, the notes are priced for purposes of such resale at 100.000% of their aggregate principal amount. The purchase and sale of the notes is expected to close on or about January 24, 2023, subject to customary closing conditions. The Company intends to use the net proceeds of the offering and a $114.0 million loan under the Company's existing revolving credit facility, together with cash on hand, to repay the $614.0 million aggregate principal amount of senior secured term loans due in 2024 which are now outstanding under the Company's term loan credit facility and to pay fees and expenses in connection with the offering of the notes and accrued interest in connection with such repayment of senior secured term loans.

The note purchase agreement contains warranties, covenants and closing conditions that are customary for transactions of this type. In addition, the Company and the guarantors have agreed to indemnify the initial purchasers against certain liabilities arising from the transactions under the note purchase agreement, including liabilities under the federal securities laws. The note purchase agreement also contains customary contribution provisions.

The initial purchasers and their affiliates have from time to time provided various investment and commercial banking and financial advisory services to the Company and its affiliates for which they have received customary fees and commissions, and the initial purchasers and their affiliates may provide such services to the Company and its affiliates from time to time in the future, for which they would expect to receive customary fees and commissions.

Item 8.01. Other Events.

On January 17, 2023, the Company announced the pricing of the $500.0 million aggregate principal amount of notes described above. Pursuant to Rule 135c under the Securities Act, the Company is filing herewith the press release issued January 17, 2023 as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being furnished herewith (furnished solely for purposes of Item 8.01 of this Form 8-K):



    Exhibit No.                                           Description
                             Press release of the Company, relating to the new notes offering, dated
99.1                       January     17    , 2023


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