Clean Harbors prices $600M notes due 2034
Clean Harbors is raising $600 million in 6.250% senior notes due 2034 to help fund two acquisitions and refinance revolver borrowings.
Rhea-AI Filing Summary
Clean Harbors, Inc. (CLH) has commenced and priced a private offering of $600 million senior notes due 2034. The notes carry a 6.250% interest rate and were priced at 100.000% of their aggregate principal amount for resale to qualified institutional buyers in the United States under Rule 144A and to certain non-U.S. investors under Regulation S.
The company intends to use the net proceeds primarily to finance the purchase price of its previously announced acquisition of EnviroServe and to repay borrowings under its revolving credit facility incurred to partially finance the previously announced ES&H acquisition. The note offering is not contingent on completion of either acquisition; if an acquisition is not completed, remaining proceeds may be used for general corporate purposes. Closing of the issuance and sale of the notes is expected on or about October 1, 2026, subject to customary conditions, and the notes will not be registered under the Securities Act.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Senior notes principal amount: $600,000,000
Interest rate on senior notes: 6.250%
Pricing of notes for resale: 100.000%
+2 more
5 metrics
Senior notes principal amount
$600,000,000
Aggregate principal amount of senior notes in the private offering
Interest rate on senior notes
6.250%
Coupon rate on Clean Harbors’ senior notes due 2034
Pricing of notes for resale
100.000%
Percentage of aggregate principal amount at which notes were priced
Maturity year
2034
Stated maturity of the senior notes
Expected closing date
October 1, 2026
Expected closing for issuance and sale of the notes, subject to conditions
Key Terms
qualified institutional buyers, Rule 144A, Regulation S, senior notes, +1 more
5 terms
qualified institutional buyers financial
"offering of senior notes due 2034 to persons reasonably believed to be “qualified institutional buyers”"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"in the United States, as defined in Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"offshore transactions pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
senior notes financial
"private offering of $600 million of senior notes"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
revolving credit facility financial
"repay the borrowings under its revolving credit facility that were incurred"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did Clean Harbors (CLH) announce in this Form 8-K?
Clean Harbors announced a private offering of $600 million of senior notes due 2034, carrying an interest rate of 6.250% and priced at 100.000% of their aggregate principal amount for resale.
What will Clean Harbors (CLH) use the $600 million senior notes proceeds for?
Clean Harbors intends to use the net proceeds to finance the EnviroServe acquisition and to repay borrowings under its revolving credit facility incurred to partially finance the ES&H acquisition; remaining proceeds, if an acquisition is not completed, may be used for general corporate purposes.
When are Clean Harbors’ new senior notes due and what is the interest rate?
The senior notes are expected to mature in 2034 and carry a fixed 6.250% interest rate, according to Clean Harbors’ announcement of the private offering and pricing.
When is the Clean Harbors (CLH) senior notes offering expected to close?
The issuance and sale of the senior notes is expected to close on or about October 1, 2026, subject to customary closing conditions described by Clean Harbors.
Who can purchase the new Clean Harbors (CLH) senior notes?
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S.
Is the Clean Harbors senior notes offering contingent on completing the EnviroServe or ES&H acquisitions?
No. Clean Harbors states that the offering is not contingent on completion of either acquisition; if an acquisition is not completed, remaining net proceeds may be used for general corporate purposes.
Will the Clean Harbors (CLH) senior notes be registered under the Securities Act?
No. Clean Harbors states the notes will not be registered under the Securities Act or other jurisdictions’ securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||||||||
Registrant’s telephone number, including area code (781 ) 792-5000
Not Applicable
(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:
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 | ||||||||||||
Item 8.01. Other Events.
On September 17, 2026 , Clean Harbors, Inc. (the “Company”) issued a press release announcing that it had commenced a private offering of senior notes due 2034 to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.
On September 17, 2026 , the Company issued a press release announcing the pricing of its previously announced offering of 6.250% senior notes due 2034 (the “Notes”).
Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.
Neither this Current Report on Form 8-K nor the press releases constitute an offer to sell, or the solicitation of an offer to buy, the Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1 | Press release of the Company relating to the announcement of the offering, dated September 17, 2026 | ||||
| 99.2 | Press release of the Company relating to the pricing of the offering, dated September 17, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
1
SIGNATURES
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) | |||||
| September 18, 2026 | /s/ Eric J. Dugas | ||||
| Executive Vice President and Chief Financial Officer | |||||
2
EXHIBIT 99.1
Press Release
Clean Harbors Announces $600 Million Senior Notes Offering
NORWELL, Mass. – September 17, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), announced today that it is commencing a private offering of $600 million of senior notes (the “notes”). Clean Harbors expects the notes to mature in 2034.
The Company intends to use the net proceeds from the offering of notes to finance the purchase price of the Company’s previously announced acquisition of EnviroServe, a national provider of environmental and waste management services (the “EnviroServe Acquisition”), and the remainder of the net proceeds to repay the borrowings under its revolving credit facility that were incurred to partially finance the purchase price of the Company’s previously announced acquisition of ES&H (the “ES&H Acquisition” and, together with the EnviroServe Acquisition, the “Acquisitions”). There can be no assurance that the Acquisitions will be completed on the terms the Company anticipates, in a timely manner or at all. The consummation of the offering of notes is not contingent on the completion of the Acquisitions and, if either Acquisition is not completed, the Company intends to use the remaining net proceeds for general corporate purposes.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes, nor shall there be any sale of notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, manufacturing and refining, 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 a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India.
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,” “seeks,” “will,” “should,” “estimates,” “projects,” “may,” “likely,” “potential,” “outlook” or similar expressions. Such statements include, but are not limited to, statements about the proposed offering of notes, the Company’s intended use of proceeds therefrom and the Acquisitions. Such statements are based upon the beliefs and
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
expectations of Clean Harbors’ management as of the date of this press release only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation: the risk that the Company will not sell the notes, complete the Acquisitions or apply the net proceeds as indicated because of adverse market conditions or otherwise; risks associated with the Company’s ability to complete the Acquisitions, integrate the Acquisitions into the Company’s existing operations, and/or realize the expected benefits from the Acquisitions; operational and safety risks; risks relating to the failure of new or existing technologies; risks associated with the use of artificial intelligence; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of the Company’s business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with management’s assumptions relating to expansion of the Company’s landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets the Company serves; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with the Company’s identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of the Company’s insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; the impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to the Company’s indebtedness and covenants in its debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and the Company’s By-Laws, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. 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:
Eric J. Dugas | Jim Buckley | |||||||
EVP and Chief Financial Officer | SVP Investor Relations | |||||||
Clean Harbors, Inc. | Clean Harbors, Inc. | |||||||
781.792.5100 | 781.792.5100 | |||||||
InvestorRelations@cleanharbors.com | Buckley.James@cleanharbors.com | |||||||
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
EXHIBIT 99.2
Press Release
Clean Harbors Prices Offering of Senior Notes Due 2034
NORWELL, Mass. – September 17, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), announced today that it has priced a private offering of $600 million of senior notes due 2034 (the “notes”).
The notes, which carry an interest rate of 6.250%, were priced for purposes of resale at 100.000% of their aggregate principal amount. The issuance and sale of the notes is expected to close on or about October 1, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of notes to finance the purchase price of the Company’s previously announced acquisition of EnviroServe, a national provider of environmental and waste management services (the “EnviroServe Acquisition”), and the remainder of the net proceeds to repay the borrowings under its revolving credit facility that were incurred to partially finance the purchase price of the Company’s previously announced acquisition of ES&H (the “ES&H Acquisition” and, together with the EnviroServe Acquisition, the “Acquisitions”). There can be no assurance that the Acquisitions will be completed on the terms the Company anticipates, in a timely manner or at all. The consummation of the offering of notes is not contingent on the completion of the Acquisitions and, if either Acquisition is not completed, the Company intends to use the remaining net proceeds for general corporate purposes.
The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes, nor shall there be any sale of notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, manufacturing and refining, 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 a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
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,” “seeks,” “will,” “should,” “estimates,” “projects,” “may,” “likely,” “potential,” “outlook” or similar expressions. Such statements include, but are not limited to, statements about the closing of the offering of notes, the Company’s intended use of proceeds therefrom and the Acquisitions. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this press release only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation: the risk that the Company will not sell the notes, complete the Acquisitions or apply the net proceeds as indicated because of adverse market conditions or otherwise; risks associated with the Company’s ability to complete the Acquisitions, integrate the Acquisitions into the Company’s existing operations, and/or realize the expected benefits from the Acquisitions; operational and safety risks; risks relating to the failure of new or existing technologies; risks associated with the use of artificial intelligence; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of the Company’s business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with management’s assumptions relating to expansion of the Company’s landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets the Company serves; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with the Company’s identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of the Company’s insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; the impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to the Company’s indebtedness and covenants in its debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and the Company’s By-Laws, and those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. 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.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
Contacts:
Eric J. Dugas | Jim Buckley | |||||||
EVP and Chief Financial Officer | SVP Investor Relations | |||||||
Clean Harbors, Inc. | Clean Harbors, Inc. | |||||||
781.792.5100 | 781.792.5100 | |||||||
InvestorRelations@cleanharbors.com | Buckley.James@cleanharbors.com | |||||||
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com