Clean Harbors Commences Cash Tender Offer for Any and All $845,000,000 Aggregate Principal Amount of Its Outstanding 5.125% Senior Notes Due 2021

NORWELL, Mass.–(BUSINESS WIRE)–Clean Harbors, Inc. (NYSE: CLH) (“Clean Harbors,” the “Company” or “we”)
has commenced an offer to purchase for cash (the “Tender Offer”) any and
all of the $845,000,000 aggregate principal amount of the Company’s
outstanding 5.125% Senior Notes due 2021 (the “Notes”) upon terms and
subject to the conditions set forth in an Offer to Purchase and Consent
Solicitation dated June 18, 2019, and a related Letter of Transmittal.

Information relative to the Tender Offer is set forth in the table below.

 
                     

Title of
Security

CUSIP/ISIN
Numbers

Principal
Amount
Outstanding

Tender Offer
Consideration*

Early
Tender
Payment**

Total
Consideration*

5.125% Senior
Notes Due 2021

184496 AL1/
US 184496 AL16

$845,000,000 $952.99 $50.00 $1,002.99
 
*     For each $1,000 principal amount of Notes, excluding any accrued and
unpaid interest, which will be paid in addition to the Tender Offer
Consideration or Total Consideration, as applicable.
** For each $1,000 principal amount of Notes validly tendered on or
prior to the Early Tender Date (as defined below).
 

The Tender Offer will expire at 11:59 p.m., New York City time on July
16, 2019, unless extended (such date and time, as the same may be
extended, the “Expiration Date”). Holders of Notes which validly tender
their Notes pursuant to the offer by 5:00 p.m., New York City time, on
July 1, 2019, unless extended (such date and time, as the same may be
extended, the “Early Tender Date”), will be paid, for each $1,000
principal amount of Notes accepted for purchase, cash in an amount equal
to $1,002.99 (the “Total Consideration”), which includes an early tender
payment of $50.00 per $1,000 principal amount of Notes accepted for
purchase (the “Early Tender Payment”). Holders which validly tender
their Notes after the Early Tender Date but prior to the Expiration Date
will be paid, for each $1,000 principal amount of the Notes accepted for
purchase, cash in an amount equal to the Total Consideration minus the
Early Tender Payment, or $952.99 (the “Tender Offer Consideration”).
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City
time, on July 1, 2019 (the “Withdrawal Deadline”), unless extended.
Notes tendered after the Withdrawal Deadline may not be validly
withdrawn.

In connection with the Tender Offer, the Company is soliciting the
consents of holders of the Notes to certain proposed amendments to the
indenture governing the Notes (the “Consent Solicitation”). The primary
purpose of the Consent Solicitation and proposed amendments is to
eliminate substantially all of the restrictive covenants and certain
events of default and related provisions and reduce the required notice
period contained in the optional redemption provisions of the indenture
from at least 30 days prior to the date of redemption to at least three
days prior to the date of redemption. The Company intends to redeem any
and all Notes that remain outstanding after the consummation of the
Tender Offer at a price of $1,000.00 per $1,000.00 principal amount of
Notes, plus accrued and unpaid interest on such Notes from the last
interest payment date to, but not including, the redemption date, as
promptly as practical in accordance with the terms of the indenture, as
such indenture is amended pursuant to the proposed amendments.

Notes that are tendered and accepted for purchase at or prior to the
Early Tender Date will be settled only on the date that we refer to as
the “Initial Payment Date,” which will promptly follow the Early Tender
Date. We currently expect the Initial Payment Date to be July 2, 2019.
Notes that are tendered and accepted for purchase after the Early Tender
Date but before the Expiration Date will be settled only on the date
that we refer to as the “Final Payment Date,” which will promptly follow
the Expiration Date. We currently expect the Final Payment Date to be
July 17, 2019. If no additional Notes are tendered after the Early
Tender Date, or if the Tender Offer is fully subscribed as of the Early
Tender Date, there will be no Final Payment Date.

In addition to the applicable Tender Offer Consideration or the Total
Consideration, as applicable, all Notes accepted for purchase will also
receive accrued and unpaid interest on such Notes from the last interest
payment date to, but not including, the Initial Payment Date or the
Final Payment Date, as applicable.

The Company will not be required to purchase any of the Notes tendered
unless certain conditions have been satisfied, including the receipt of
proceeds from a proposed debt financing on terms satisfactory to the
Company in an amount that, together with available cash and, to the
extent the Company so elects, borrowing under the Company’s existing
revolving credit facility, will be sufficient to purchase all
$845,000,000 aggregate principal amount of Notes and pay any premium,
accrued and unpaid interest and fees and expenses in connection
therewith.

The Tender Offer is not conditioned on any minimum amount of Notes being
tendered but, if less than $845,000,000 aggregate principal amount of
Notes are purchased through the Tender Offer, the Company expects to
redeem, in accordance with the terms of the indenture which governs the
Notes, Notes having an aggregate principal amount equal to any
difference between $845,000,000 and the aggregate principal amount of
the Notes repurchased through the Tender Offer. Under the indenture, the
Notes may be redeemed on or after December 1, 2018 for 100.000% of their
principal amount, plus accrued interest. However, there is no assurance
that any such redemption will occur.

This announcement is not an offer to purchase or a solicitation of an
offer to sell with respect to any Notes. Any offer to purchase the Notes
will be made by means of the Offer to Purchase and Consent Solicitation
and the related Letter of Transmittal. No offer to purchase will be made
in any jurisdiction in which such an offer to purchase would be unlawful.

In connection with the Tender Offer, Clean Harbors has retained Goldman
Sachs & Co. LLC as the Dealer Manager. Questions regarding the Tender
Offer should be directed to the Dealer Manager at (800) 828-3182 (toll
free) or (212) 357-1452 (collect). The complete terms and conditions of
the offer are set forth in the Offer to Purchase and Consent
Solicitation and the related Letter of Transmittal, each dated June 18,
2019. Holders are urged to read those documents carefully. Requests for
documents should be directed to Global Bondholder Services Corporation,
the Information Agent for the Tender Offer, at (866) 794-2200 (toll
free) or (212) 430-3774.

About Clean Harbors

Clean Harbors (NYSE: CLH) is North America’s leading provider of
environmental, energy and industrial services. The Company serves a
diverse customer base with over 300,000 customers, including a majority
of the Fortune 500, across the chemical, energy, manufacturing and
additional markets, as well as numerous government agencies. These
customers rely on Clean Harbors to deliver a broad range of services
such as end-to-end hazardous waste management, emergency spill response,
industrial cleaning and maintenance, and recycling services. Through its
Safety-Kleen subsidiary, Clean Harbors also is North America’s largest
re-refiner and recycler of used oil and a leading provider of parts
washers and environmental services to commercial, industrial and
automotive customers. Founded in 1980 and based in Massachusetts, Clean
Harbors operates throughout the United States, Canada, Mexico and Puerto
Rico.

Safe Harbor Statement

Any statements contained herein 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 “believes,” “expects,”
“intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
similar expressions. Such statements may include, but are not limited
to, statements about future financial and operating results, and other
statements that are not historical facts. Such statements are based upon
the beliefs and expectations of Clean Harbors’ 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,
those items identified as “risk factors” in Clean Harbors’ most recently
filed Form 10-K and Form 10-Q. Therefore, readers are cautioned not to
place undue reliance on these forward-looking statements. Clean Harbors
undertakes no obligation to revise or publicly release the results of
any revision to these forward-looking statements other than through its
filings with the Securities and Exchange Commission.

Contacts

Michael L. Battles
EVP and Chief Financial Officer
Clean
Harbors, Inc.
781.792.5100
InvestorRelations@cleanharbors.com

Jim Buckley
SVP Investor Relations
Clean Harbors, Inc.
781.792.5100
Buckley.James@cleanharbors.com