Clean Harbors tenders, seeks consents for 5 1/8% notes due 2021

By Marisa Wong

Morgantown, W.Va., June 18 – Clean Harbors, Inc. has begun an offer to purchase for cash any and all of its $845 million outstanding 5 1/8% senior notes due 2021, according to a press release.

Clean Harbors is offering a total consideration of $1,002.99 per $1,000 principal amount. The total consideration includes an early tender payment of $50 per $1,000 of notes tendered by 5 p.m. ET on July 1, the early tender date.

Holders tendering after the early tender date will be eligible to receive the tender offer consideration of $952.99 per $1,000 principal amount, or the total consideration less the early tender payment.

The company will also pay accrued interest to the applicable settlement date.

The tender offer will expire at 11:59 p.m. ET on July 16.

The early settlement date is expected to be July 2, and the final settlement date is slated for July 17.

Tenders may be withdrawn at or prior to 5 p.m. ET on July 1.

In connection with the tender offer, the company is soliciting consents from holders to some proposed amendments to the indenture governing the notes.

The main purposes of the consent solicitation are to eliminate substantially all of the restrictive covenants and some events of default and related provisions and to reduce the required notice period for an optional redemption to at least three days prior to the date of redemption from at least 30 days prior to the date of redemption.

The tender offer is conditioned on a proposed debt financing, proceeds of which would be used along with revolver borrowings to purchase the tendered notes.

The tender offer is not conditioned on any minimum amount of notes being tendered.

However, if less than $845 million of the notes are purchased through the tender offer, the company expects to redeem all of the remaining notes.

Under the notes’ indenture, the notes may be redeemed on or after Dec. 1, 2018 at par plus accrued interest.

Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452) is the dealer manager. Global Bondholder Services Corp. (866 794-2200 or 212 430-3774) is the information agent.

Based in Norwell, Mass., Clean Harbors provides environmental, energy and industrial services.

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