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Clean Harbors Completes Private Offering of Senior Notes.


BRAINTREE, Mass. -- Clean Harbors, Inc. ("Clean Harbors") (Nasdaq: CLHB CLHB Cardiff Local Health Board (UK) ), today announced the completion on June 30 of its previously announced refinancing of its debt outstanding through a private offering of senior notes. The refinancing was completed with proceeds from an institutional private placement and other financings in an aggregate principal amount of approximately $270 million, consisting of:

--$30 million senior secured revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility maturing in 2009;

--$90 million senior secured synthetic letter of credit facility maturing in 2009; and

--$150 million 11-1/4% senior secured notes due 2012.

The Company used the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of the senior secured note offering, along with approximately $90 million of restricted cash, to retire its outstanding $100 million senior secured revolving credit facility maturing in 2005, its $106 million senior secured term loans maturing in 2005, its $40 million subordinated debt Subordinated Debt

A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan".
 due in 2007, and its $100 million letter of credit facility. In addition, proceeds were used to redeem the Company's $25 million Series C Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
. In connection with this redemption, the Company also issued warrants for 2.775 million shares of its common stock, exercisable at $8 per share.

The senior secured notes were offered in the United States only to qualified institutional buyers pursuant to Rule 144A Rule 144A

A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.
 under the Securities Act of 1933, and outside the United States pursuant to Regulation S under the Securities Act of 1933. The senior secured notes that were offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the senior secured notes.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, and involve risks and uncertainties. These forward-looking statements are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans to," "estimates," "projects," or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

A variety of factors beyond the control of the Company affect the Company's performance, including, but not limited to:

--The effects of general economic conditions in the United States, Canada and other territories and countries where the Company does business;

--The effect of economic forces and competition in specific marketplaces where the Company competes;

--The possible impact of new regulations or laws pertaining to all activities of the Company's operations;

--The outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 or threatened litigation or regulatory actions;

--The effect of commodity pricing on overall revenues and profitability;

--The effects of the embedded derivative of the Company's preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 on earnings per share;

--Possible fluctuations in quarterly or annual results or adverse impacts on the Company's results caused by the adoption of new accounting standards or interpretations or regulatory rules and regulations;

--The effect of weather conditions or other aspects of the forces of nature on field or facility operations;

--The effects of industry trends in the environmental services and waste handling marketplace;

--The effects of conditions in the financial services industry on the availability of capital and financing;

--The Company's ability to successfully complete the integration of the CSD CSD Commission on Sustainable Development
CSD Serbian Dinar (ISO currency code)
CSD Christopher Street Day
CSD Circuit Switched Data (Sprint)
CSD Computer Science Department
CSD Community School District
 acquisition which became effective in September 2002 and to manage the significant environmental liabilities which it assumed in connection with that acquisition;

--The availability and costs of liability insurance and financial assurances required by governmental entities relating to our facilities.

Any of the above factors and numerous others not listed nor foreseen may adversely impact the Company's financial performance. Additional information on the potential factors that could affect the Company's actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, in its entirety and specifically Item 7, for the fiscal year ended December 31, 2003, and its Form 10-Q Form 10-Q

See 10-Q.
 for the quarter ended March 31, 2004.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 1, 2004
Words:725
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