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8-KAccepted Oct 5, 5:06 PM ET

Clean Harbors Inc: issues $600,000,000 of 6.250% notes due 2034

CLHCLEAN HARBORS INC

Accepted (ET)

5:06 PM

Oct 5, 2026

Filed

Oct 5, 2026

Documents

180

Size

57.0 MB

Summary

Clean Harbors Inc: issues $600,000,000 of 6.250% notes due 2034

Updated

What happened

  • Clean Harbors, Inc. announced that on Oct 1, 2026 it issued $600,000,000 aggregate principal amount of 6.250% senior notes due Sep 30, 2034 (the "Notes").
  • The company used $470,000,000 of the net proceeds to finance the purchase price of the previously announced acquisition of EnviroServe, which closed on Oct 2, 2026, and intends to use the remainder to repay borrowings under its revolving credit facility that were incurred to partially finance the previously announced acquisition of ES&H, which closed on Sep 18, 2026.

Key details

  • The Notes were issued under an Indenture dated Oct 1, 2026 among the company, substantially all of its domestic subsidiaries as guarantors, and U.S. Bank Trust Company, National Association, as trustee.
  • Interest rate and payments: 6.250% per annum, payable semi-annually in arrears on Mar 31 and Sep 30, commencing Mar 31, 2027, until maturity on Sep 30, 2034.
  • The Notes are senior unsecured obligations, were not registered under the Securities Act, and were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • Indenture features: covenants limiting additional indebtedness, dividends and other distributions, restricted payments and investments, liens, asset sales, certain affiliate transactions and mergers; change of control repurchase at 101% of principal plus accrued interest; redemption rights including a make-whole redemption prior to Sep 30, 2029 and specified redemption prices on or after Sep 30, 2029; ability to redeem up to 40% of the Notes prior to Sep 30, 2029 with certain equity offering proceeds at 106.250% of principal; customary events of default.
  • A press release announcing the completion of the EnviroServe and ES&H acquisitions is attached as Exhibit 99.1 to the filing.

Why it may matter

  • Item reported: Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation) describe the issuance of the Notes and the related Indenture terms; Item 8.01 includes a press release.
  • The filing states the use of proceeds and summarizes the material terms of the Notes and Indenture, including interest, maturity, covenants, redemption and default provisions.
  • The filing does not show why the insider traded or why the company acted.

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