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): December 27, 2023
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 | MA | | | | 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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. ☐
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 December 27, 2023, Clean Harbors, Inc. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, dated as of June 30, 2017, among the Company, the subsidiaries of the Company identified therein and Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, and the lenders party thereto (such Credit Agreement, as previously amended and further amended by the Fourth Amendment, the “Credit Agreement”). The Fourth Amendment (i) reduces the applicable interest rate margin for the Company’s 2021 Incremental Term Loans outstanding under the Credit Agreement by 25 basis points for both Term SOFR borrowings and base rate borrowings, and (ii) resets the six month soft call period for a repricing of the 2021 Incremental Term Loans (other than the repricing which resulted from the Fourth Amendment). After giving effect to the repricing, the applicable interest rate margins for the 2021 Incremental Term Loans are 1.75% for Term SOFR borrowings and 0.75% for base rate borrowings.
In connection with the execution of the Fourth Amendment, the Company paid certain customary fees and expenses of Goldman Sachs Lending Partners LLC, in its capacities as administrative agent, collateral agent, and lead arranger.
The foregoing summary of the Fourth Amendment is qualified in its entirety by the complete text of the Fourth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.43F and is incorporated herein by reference as if fully set forth herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The discussion of the Fourth Amendment set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 4.43F | | |
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) |
| | |
| | |
| December 28, 2023 | /s/ Eric J. Dugas |
| | Executive Vice President and Chief Financial Officer |
