Document

UNITED STATES

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): June 18, 2019

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	CLH	New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.

On June 18, 2019, Clean Harbors, Inc. (the “Company”) entered into a purchase agreement dated June 18, 2019 (the “note purchase agreement”), between the Company, the Company’s domestic subsidiaries as guarantors, and the initial purchasers named therein (the “initial purchasers”), for which Goldman Sachs & Co. LLC is the representative. Pursuant to the note purchase agreement, the initial purchasers have agreed to purchase, and the Company has agreed to issue and sell, $545.0 million aggregate principal amount of 4.875% senior notes due 2027 (the “2027 Notes”) and $300.0 million aggregate principal amount of 5.125% senior notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, 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, each series of Notes was priced for purposes of such resale at 100.000% of its respective aggregate principal amount. The purchase and sale of the Notes is expected to close on or about July 2, 2019, subject to customary closing conditions. The Company intends to use the net proceeds of the offering as consideration to purchase any and all of the $845.0 million aggregate principal amount of its outstanding 5.125% senior notes due 2021 (the “2021 Notes”) which are accepted for purchase in the tender offer and consent solicitation for the 2021 Notes which the Company commenced on June 18, 2019, to redeem any remaining 2021 Notes which are not purchased through such tender offer, and to pay related fees and expenses.

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. In addition, the representative of the initial purchasers is acting as dealer manager for the tender offer and consent solicitation for the Company’s outstanding 2021 Notes, for which the representative will be entitled to receive a customary fee and expense reimbursement.

Item 8.01. Other Events.

On June 19, 2019, the Company announced the pricing of the $845.0 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 June 19, 2019 as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:



Exhibit No.			Description
99.1			Press release issued June 19, 2019

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)


June 19, 2019	/s/ Michael L. Battles
	Executive Vice President and Chief Financial Officer