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Clean Harbors Announces Completion Of Tender Offer And Consent Solicitation

Stocks in this article: CLH

Clean Harbors, Inc. (“Clean Harbors”) (NYSE:CLH) announced today the completion of its previously announced tender offer and consent solicitation (collectively, the “Tender Offer”) to purchase any and all of its previously outstanding $490.0 million aggregate principal amount of 7 5/8% senior secured notes due 2016 (the “2016 Notes”). As previously announced, Clean Harbors received, on or prior to 5:00 p.m., New York City time, on July 27, 2012 (the “Consent Date”), tenders and consents from the holders of an aggregate principal amount of $339.1 million of 2016 Notes, or 69.2% of the total outstanding, and Clean Harbors paid on July 30, 2012 to the holders of such tendered notes $1,041.38 per $1,000.00 in principal amount of 2016 Notes validly tendered (the “Total Consideration”), plus accrued but unpaid interest up to, but not including, the payment date. The Total Consideration included a consent payment of $30.00 per $1,000.00 in principal amount of 2016 Notes validly tendered (the “Consent Payment”). The consents received exceeded the amount needed to approve the proposed amendments described in Clean Harbors’ Offer to Purchase and Consent Solicitation Statement dated July 16, 2012 (the “Offer to Purchase”) to the indenture under which the 2016 Notes were issued (the “Indenture”).

Under the terms of the Offer to Purchase, any holders which validly tendered after the Consent Date but prior to the expiration of the Tender Offer at midnight, New York City time, on August 10, 2012 (the “Expiration Date”), would be entitled to receive $1,011.38 per $1,000.00 in principal amount of 2016 Notes validly tendered, plus accrued but unpaid interest up to, but not including, the payment date. Such payment would represent the Total Consideration less the Consent Payment.

Holders of $10,000.00 principal amount of the 2016 Notes validly tendered their 2016 Notes in the Tender Offer after the Consent Date but prior to the Expiration Date and the Company purchased those tendered 2016 Notes on August 13, 2012 in accordance with the terms of the Offer to Purchase described above. The Company intends to redeem all of the remaining 2016 Notes which were not tendered in the Tender Offer on August 15, 2012 for a redemption price equal to $1,038.13 per $1,000.00 principal amount, plus accrued but unpaid interest up to, but not including, the redemption date, in accordance with the terms of the Indenture, as amended pursuant to the amendments approved through the consents received on or prior to the Consent Date, and the notice of redemption which the Company issued on July 30, 2012.

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