clh-20241008

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2024

(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

02061-9149

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (781) 792-5000

(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 October 8, 2024, Clean Harbors, Inc. (the “Company”) entered into Amendment No. 6 (the “Sixth 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 Sixth Amendment, the “Credit Agreement”). The Sixth Amendment (i) reduces the applicable interest rate margin for the Company’s 2021 Incremental Term Loans outstanding under the Credit Agreement for Term SOFR borrowings by eliminating the “SOFR Adjustment” (which previously had been 0.11448% per annum for Term SOFR Loans having an available tenor of one- month’s duration, 0.26161% per annum for Term SOFR Loan having an available tenor of three months duration, and 0.42826% per annum for Term SOFR Loans having an available tenor of six-months duration), and (ii) resets the six month soft call period for a repricing of the 2021 Incremental Term Loans. 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 Sixth 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 Sixth Amendment is qualified in its entirety by the complete text of the Sixth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.43H 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 Sixth 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.

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)


October 11, 2024	By:	/s/ Eric J. Dugas
		Executive Vice President and Chief Financial Officer


Exhibit Number						Description
4.43H						Amendment No. 6 to Credit Agreement dated as of October 8, 2024, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

104						The Cover Page to this Current Report on Form 8-K formatted in iXBRL (Inline eXtensible Business Reporting Language)