CLEAN HARBORS INC: conclusion of a material definitive agreement, conclusion of the acquisition or disposal of assets, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, disclosure of FD regulations, financial statements and supporting documents (form 8 -K)

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Article 1.01. The conclusion of an important definitive agreement.

On October 8, 2021, Clean Harbors, Inc., a Massachusetts corporation (the
"Company"), and substantially all of the Company's domestic subsidiaries as
guarantors, entered into Incremental Facility Amendment No. 2, dated as of
October 8, 2021 ("Incremental Facility Amendment No. 2") to the Company's
existing Credit Agreement, dated as of June 30, 2017 (as previously amended and
further amended by Incremental Facility Amendment No. 2, 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. 2 provides for a new class and series of Term
Loans (the "2021 Incremental Term Loans") under the Term Loan Agreement in the
aggregate principal amount of $1.0 billion. The 2021 Incremental Term Loans are
in addition to the aggregate of $721.5 million of Initial Term Loans (the
"Initial Term Loans") which are now outstanding under the Term Loan Agreement
and which will mature on June 30, 2024. The 2021 Incremental 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 Eurodollar based
loans or if the Company engages in certain repricing transactions before May 9,
2022, 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 Initial Term
Loans and the 2021 Incremental 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 2021 Incremental Term Loans under the Term Loan Agreement bear interest, at
the Company's election, at either of the following rates: (a) the sum of the
Eurodollar Rate (as defined in the Term Loan Agreement) plus 2.00%, or (b) the
sum of the Base Rate (as defined in the Term Loan Agreement) plus 1.00%, with
the Eurodollar Rate being subject to a floor of 0.00% and the Base Rate being
subject to a floor of 1.00%. The Company has also agreed to pay certain
customary fees under the Term Loan Agreement, including an annual administrative
fee to the Agent.

The Term Loan Agreement, as amended by Incremental Facility Amendment No. 2,
contains representations and warranties, affirmative and negative covenants, and
events of default, which the Company believes are usual and customary for an
agreement of this type. Such covenants restrict the Company's ability, among
other matters, to incur debt, create liens on the Company's assets, make
restricted payments or investments or enter into transactions with affiliates.

As is also true with respect to the Initial Term Loans outstanding under the
Term Loan Agreement, the respective Agents under the Term Loan Agreement and the
Company's existing revolving credit agreement dated as of October 28, 2020, as
amended (the "Revolving Credit Agreement"), under which Bank of America, N.A.
serves as Agent for the lenders thereunder, are party to an intercreditor
agreement dated as on June 30, 2017 (the "Intercreditor Agreement"), which was
accepted by the Company and its domestic restricted subsidiaries. Among other
matters, the Intercreditor Agreement would govern how the respective priorities
of the security interests held by those respective Agents would be administered
in the event of a default by the Company under either the Term Loan Agreement or
the Revolving Credit Agreement. Under the Intercreditor Agreement, the Agent
under the Revolving Credit Agreement would have a first-priority lien in the
accounts receivable and proceeds thereof and a second-priority lien in
substantially all of the other assets (excluding real estate) of the Company and
its domestic restricted subsidiaries, whereas the Agent under the Term Loan
Agreement would have a second-priority lien in such accounts receivable and
proceeds thereof and a first-priority lien in such other assets (but including
certain real estate).

The above descriptions of the material terms and conditions of Incremental
Facility Amendment No. 2, the Term Loan Agreement, and the Intercreditor
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of such documents which are Exhibits to this Report
or to the Company's Reports on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on June 30, 2017, April 17, 2018, and July 20, 2018.

Certain lenders and agents that are parties to Incremental Facility Amendment
No. 2 and the Term Loan Agreement, or their respective affiliates, have in the
past performed, and may in the future from time to time perform, investment
banking, financial advisory, lending or commercial banking services for the
Company and its subsidiaries and affiliates, either directly or through
affiliates, for which they have received, and may in the future receive,
customary compensation and reimbursement of expenses.


Article 2.01. Completion of acquisition or disposal of assets.

On October 8, 2021, the Company completed its previously announced proposed
acquisition of LJ Energy Services Intermediate Holding Corp. ("LJC") and its
subsidiaries (collectively, "HydroChemPSC") from LJ Energy Services Holdings,
LLC (the "Seller"), an affiliate of Littlejohn & Co., LLC. HydroChemPSC is a
leading U.S. provider of industrial cleaning, specialty maintenance, and
utilities services. The acquisition was completed in accordance with the Stock
Purchase Agreement dated as of August 3, 2021 (the "Stock Purchase Agreement")
among the Company, the Seller, and LJC, which was filed as Exhibit 2.7 to the
Company's Report on Form 8-K filed on August 4, 2021.
Under the Stock Purchase Agreement, the Company paid an all-cash purchase price
for HydroChemPSC, as defined under the Stock Purchase Agreement, of
approximately $1.25 billion, subject to customary adjustments (e.g. working
capital,
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indebtedness). The Company financed such purchase through $983.0 million in net
proceeds from the Company's issuance on October 8, 2021 of $1.0 billion of 2021
Incremental Term Loans described in Item 1.01 of this Report with the remainder
funded through existing cash.


Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set forth in section 1.01 above is hereby incorporated into this section 2.03 by reference.

Article 7.01. FD Regulation Disclosure.

  On October 8, 2021, the Company issued a press release announcing the entry
into 2021 Incremental Facility Amendment No. 2 and completion of the
HydroChemPSC acquisition. A copy of that press release is furnished as Exhibit
99.1 to this Report.


Item 9.01  Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of LJ Energy Services Intermediate
Holding Corp. and Subsidiaries as of and for the year ended December 31, 2020
are attached hereto as Exhibit 99.1 and incorporated herein by reference. The
unaudited consolidated financial statements of LJ Energy Services Intermediate
Holding Corp. and Subsidiaries as of and for the six months ended June 30, 2021
are attached hereto as Exhibit 99.2 and incorporated herein by reference
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information reflecting the
acquisition of HydroChemPSC, including the unaudited pro forma combined balance
sheet as of June 30, 2021 and the unaudited pro forma combined statements of
operations for the year ended December 31, 2020 and the six months ended June
30, 2021, are attached hereto as Exhibit 99.3 and incorporated herein by
reference.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit No.             Description
                          Incremental Facility Amendment No. 2 to Credit 

Agreement, dated October 8,

                        2021, to Credit Agreement dated as of June 30, 2017, as previously amended, among
4.43D                   Clean Harbors, Inc., as the Borrower, each of the 

entities listed as incremental

                        Lender on the signature pages thereto, Goldman 

Sachs Lending Partners LLC, like

                        Administrative Agent and Collateral Agent, and the 

other Parties to the Loan at the date

                        thereof
23.2                      Consent of PricewaterhouseCoopers     LLP
                          Audited consolidated financial statements of LJ Energy Services     Intermediate
99.1                        Holding Corp    . and     Subsidiaries     as

from and for the year ended in December

                        31, 2020
                          Unaudited consolidated financial statements of LJ Energy Services     Intermediate
99.2                    Holding Corp    . and Subsidiaries as of and for 

the six months have ended

                          June 30, 2021
99.3                      Unaudited pro forma combined financial 

information and explanatory notes for Clean

                        Harbors, Inc. and LJ Energy Services     Intermediate Holding     Corp.
99.4                      Press release dated October 8, 2021
104                     The cover page to this Current Report on Form 8-K, 

formatted in iXBRL (Inline

                        eXtensible Business Reporting Language)


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Safe Harbor Declaration

Any statements contained in this report that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are generally
identifiable by use of the words "anticipates," "plans to," or similar
expressions. Such statements may include, but are not limited to, statements
about the future combined financial and operating results of the Company and
HydroChemPSC, the related financing of that acquisition and other statements
that are not historical facts. Such statements are based upon the beliefs and
expectations of the Company's management as of this date only and are subject to
certain risks and uncertainties that could cause actual results to differ
materially including, without limitation, the risks and uncertainties
surrounding the Company's acquisition of HydroChemPSC and the financing thereof.
Forward-looking statements are neither historical facts nor assurances of future
performance, and readers are therefore cautioned not to place undue reliance on
these forward-looking statements.

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