Clean Harbors, Inc. (NYSE:CLH) entered into a definitive agreement to acquire HydroChemPSC ("HPC") from Littlejohn & Co., LLC for $1.3 billion on August 3, 2021. Under the terms of the agreement, at the closing of the transaction, Clean Harbors will pay cash consideration in an amount equal to $1.25 billion, subject to customary purchase price adjustments. Clean Harbors expects to fund the acquisition through a combination of available cash and the issuance of additional debt. Clean Harbors has obtained a financing commitment of $1 billion from Goldman Sachs Bank USA, for term loan debt financing. Clean Harbors financed the purchase with the net proceeds of $983.0 million from Clean Harbors's issuance of $1 billion of term loans and the remainder of the purchase price was funded through existing cash on hand of $253.4 million. Clean Harbors, Inc. will have to pay a termination fee of $50 million in event of termination.

The transaction is subject to regulatory approval, the waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated and other customary closing conditions. The Board of Directors of each of Clean Harbors and Littlejohn and Littlejohn's shareholders have approved the transaction. The stock purchase agreement is not subject to approval by the shareholders of Clean Harbors. The transaction is expected to close in 2021. Goldman Sachs Bank USA is serving as financial advisor to Clean Harbors. C. Michael Malm and Daniel T. Janis of Davis, Malm & D'Agostine, P.C. are serving as legal counsel to Clean Harbors. Moelis & Company (NYSE:MC) and Harris Williams LLC are serving as financial advisor for HydroChem and James D. Epstein, Daniel W. McDonough, Howard S. Goldberg, Barbara T. Sicalides, Michael J. Crumbock, David A. Wormser, Todd C. Fracassi, J. Bradley Boericke, Sean P. McDevitt and Cynthia A. “Cindy” DeLisi of Troutman Pepper Hamilton Sanders LLP are serving as legal counsels for HydroChem and Littlejohn & Co., LLC.

Clean Harbors, Inc. (NYSE:CLH) completed the acquisition of HydroChemPSC from Littlejohn & Co., LLC on October 8, 2021. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Clean Harbors, Inc.