Item 1.01. Entry into a Material Definitive Agreement.
On
The new notes will mature on
The Company may, on one or more occasions, redeem all or any portion of the new
notes on and after
Year Percentage 2026 103.188 % 2027 101.594 % 2028 and thereafter 100.000 %
At any time prior to
The new notes are and will be guaranteed by substantially all of the Company's current and future domestic subsidiaries. The new notes are the Company's and the guarantors' senior unsecured obligations, ranking equally with all of the Company's and the guarantors' existing and future senior unsecured obligations and senior to any future indebtedness that is expressly subordinated to the new notes and the guarantees. The new notes will be effectively subordinated to all of the Company's and the guarantors' secured indebtedness (including obligations under the Company's revolving credit facility and term loan credit facility) to the extent of the value of the assets securing such debt. The new notes will not be guaranteed by the Company's Canadian or other foreign subsidiaries, and the new notes will therefore be structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company's subsidiaries that are not guarantors of the new notes.
1
The 2031 notes indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to:
· incur or guarantee additional indebtedness (including, for this purpose,
reimbursement obligations under letters of credit) or issue certain preferred
stock;
· pay dividends or make other distributions to the Company's shareholders;
· incur or guarantee additional indebtedness (including, for this purpose,
reimbursement obligations under letters of credit) or issue certain preferred
stock;
· pay dividends or make other distributions to the Company's shareholders;
· purchase or redeem capital stock or subordinated indebtedness;
· make investments; · create liens;
· incur restrictions on the ability of our restricted subsidiaries to pay
dividends or make other payments to us'
· sell assets, including capital stock of our subsidiaries;
· consolidate or merge with or into other companies or transfer all or
substantially all of our assets; and
· engage in transactions with affiliates.
These covenants are subject to a number of important limitations and exceptions. Furthermore, if the new notes attain investment grade ratings from both Moody's and Standard & Poors, then the Company's and its restricted subsidiaries' obligations to comply with many of the covenants described above will be suspended while such investment grade ratings remain in effect.
The 2031 notes indenture provides for customary events of default including, but not limited to, cross defaults to other specified debt of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all of the outstanding new notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs and is continuing, the trustee or holders of at least 25% in principal amount of the then outstanding new notes may declare all the new notes to be due and payable immediately.
The new notes and the related guarantees have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in
The foregoing description of the 2031 notes indenture and the new notes is qualified in its entirety by reference to the complete text of that indenture (which includes the form of the new notes), a copy of which is filed as Exhibit 4.46 to this report.
As described in the Company's press release issued
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
2 Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.46 Indenture dated as ofJanuary 24, 2023 , amongClean Harbors, Inc. , the subsidiaries ofClean Harbors, Inc. named therein as Guarantors, andU.S. Bank Trust Company, National Association , as Trustee 104 Cover Page Interactive Data File (embedded with Inline XBRL document) 3
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