Clean Harbors Enters Material Definitive Agreement

Ticker: CLH · Form: 8-K · Filed: Mar 25, 2024 · CIK: 822818

Clean Harbors Inc 8-K Filing Summary
FieldDetail
CompanyClean Harbors Inc (CLH)
Form Type8-K
Filed DateMar 25, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.01, $500.0 million, $980.0 million, $400.0 m
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation, 8-k

TL;DR

Clean Harbors just signed a big deal, filing an 8-K for it.

AI Summary

On March 22, 2024, Clean Harbors, Inc. entered into a material definitive agreement related to its financial obligations. The company, incorporated in Massachusetts with its principal executive offices in Norwell, MA, filed this 8-K report to disclose these events.

Why It Matters

This filing indicates a significant financial commitment or change for Clean Harbors, which could impact its operational capacity and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Numbers

  • 001-34223 — SEC File Number (Identifies the company's filing history with the SEC.)
  • 04-2997780 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Clean Harbors, Inc. (company) — Registrant
  • March 22, 2024 (date) — Date of earliest event reported
  • Massachusetts (jurisdiction) — State of incorporation
  • Norwell, MA (location) — Principal Executive Offices
  • 42 Longwater Drive (address) — Principal Executive Offices

FAQ

What specific type of material definitive agreement did Clean Harbors enter into?

The filing indicates the entry into a material definitive agreement and creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific details of the agreement are not provided in this summary section.

What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' item?

This indicates that the agreement likely involves new debt, a lease, a guarantee, or another financial commitment that will appear on or affect the company's balance sheet.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on March 22, 2024.

Where are Clean Harbors' principal executive offices located?

Clean Harbors' principal executive offices are located at 42 Longwater Drive, Norwell, MA 02061-9149.

What is Clean Harbors' Standard Industrial Classification (SIC) code?

Clean Harbors' SIC code is 4955, which corresponds to Hazardous Waste Management.

Filing Stats: 1,698 words · 7 min read · ~6 pages · Grade level 11.4 · Accepted 2024-03-25 15:54:33

Key Financial Figures

  • $0.01 — nge on which registered Common Stock, $0.01 par value CLH New York Stock Exchange
  • $500.0 million — nt in the aggregate principal amount of $500.0 million on March 22, 2024. The 2024 Incremental
  • $980.0 million — ans are in addition to the aggregate of $980.0 million of Term Loans (the "Existing Term Loans
  • $400.0 m — chase price for HEPACO of approximately $400.0 million, subject to customary adjustments

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 22, 2024, Clean Harbors, Inc., (the "Company") a Massachusetts corporation, and substantially all of the Company's domestic subsidiaries as guarantors, entered into Incremental Facility Amendment No. 5, dated as of March 22, 2024 ("Incremental Facility Amendment No. 5") to the Company's existing Credit Agreement, dated as of June 30, 2017 (as previously amended and further amended by Incremental Facility Amendment No. 5, the "Term Loan Agreement") with Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent (the "Agent"), and certain other financial institutions. Incremental Facility Amendment No. 5 provided for the incurrence by the Company of additional Term Loans (the "2024 Incremental Term Loans") under the Term Loan Agreement in the aggregate principal amount of $500.0 million on March 22, 2024. The 2024 Incremental Term Loans are in addition to the aggregate of $980.0 million of Term Loans (the "Existing Term Loans") which were outstanding under the Term Loan Agreement on March 22, 2024 prior to the incurrence of the 2024 Incremental Term Loans. Both the 2024 Incremental Term Loans and the Existing Term Loans will mature on October 8, 2028, and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Term SOFR based loans or if the Company engages in certain repricing transactions before September 22, 2024, in which event a 1.0% prepayment premium would be due. The Company's obligations under the Term Loan Agreement with respect to both the 2024 Incremental Term Loans and the Existing Term Loans are guaranteed by substantially all of the Company's domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The 2024 Incremental Term Loans and the Existing Term Loans bear interest, at the Company's election, at either of the following rates per annum: (a) the su

01. Other Events

Item 8.01. Other Events. On March 22, 2024, the Company completed its previously announced proposed acquisition of Hepaco Blocker, Inc. and its subsidiaries (collectively, "HEPACO") from Gryphon Investors (the "Seller"). HEPACO is a leading U.S. provider of specialized environmental and emergency response services in the Eastern United States. The acquisition was completed in accordance with the purchase agreement with the Seller dated as of February 2, 2024. Under that agreement, the Company paid an all-cash purchase price for HEPACO of approximately $400.0 million, subject to customary adjustments (e.g., working capital). The Company financed such purchase by using a portion of the proceeds of the Company's incurrence on March 22, 2024 of $500.0 million of 2024 Incremental Term Loans under the Company's Term Loan Agreement as described in Item 1.01 of this report. On March 25, 2024, the Company issued a press release announcing the incurrence of the 2024 Incremental Term Loans under Incremental Facility Amendment No. 5 and completion of the HEPACO acquisition. A copy of that press release is furnished as Exhibit 99.1 to this report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report: Exhibit Number Description 4.43G Incremental Facility Amendment No. 5 to Credit Agreement, dated as of March 22, 2024, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, and the other Loan Parties party thereto 4.34 3 Second Amendment, dated as of March 22, 2024 to Sixth Amended and Restated Credit Agreement dated as of October 28, 2020, as amended, among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto. 99.1 Press Release dated March 25 , 2024 104 The cover page to this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language) 2

SIGNATURES

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) March 25, 2024 /s/ Eric J. Dugas Executive Vice President and Chief Financial Officer 3

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