Clean Harbors completes $775M in acquisitions
The acquired businesses are expected to generate approximately $340 million in annual revenue and approximately $87 million in post-synergy annual Adjusted EBITDA.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Clean Harbors (CLH) issued $600.0 million of 6.250% per annum senior notes due September 30, 2034. The notes are senior unsecured obligations; interest is payable semi-annually on March 31 and September 30, beginning March 31, 2027. The company used $470 million of net proceeds to finance EnviroServe’s purchase price and intends to use the remainder to repay revolving-credit borrowings incurred to partially finance ES&H.
Clean Harbors completed the EnviroServe and ES&H acquisitions for a combined purchase price of $775 million, funded through available cash and the notes offering. ES&H closed on September 18, 2026, and EnviroServe on October 2, 2026. Together, the businesses are expected to generate approximately $340 million in annual revenue and $87 million in post-synergy annual Adjusted EBITDA, a post-synergy acquisition multiple of 8.9 times Adjusted EBITDA.
The indenture restricts Clean Harbors and its restricted subsidiaries from incurring certain additional indebtedness, paying dividends or making other distributions, making investments, creating liens, and transferring or selling assets, among other activities. Certain covenants, including the limit on indebtedness, cease to apply while the notes have investment-grade ratings from any two prescribed rating agencies.
1 point · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Completed acquisitions: approximately $87 million annual post-synergy Adjusted EBITDA expected.
Negative
- None.
Filing Explained
The indenture adds conditional note-repayment terms: after a defined change-of-control trigger, Clean Harbors may have to offer to buy notes at 101% of principal plus accrued interest, and certain asset sales may also require an offer; the company can redeem notes, with a make-whole premium before September 30, 2029.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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: $600.0 million aggregate principal amount
Senior notes interest rate: 6.250% per annum
Senior notes maturity: September 30, 2034
+5 more
8 metrics
Senior notes principal
$600.0 million aggregate principal amount
Issued October 1, 2026
Senior notes interest rate
6.250% per annum
Interest payable semi-annually
Senior notes maturity
September 30, 2034
Maturity date
Net proceeds applied to EnviroServe
$470 million
Used to finance the purchase price
Combined acquisition purchase price
$775 million
EnviroServe and ES&H
Annual revenues
Approximately $340 million
Expected combined revenues of EnviroServe and ES&H
Post-synergy annual Adjusted EBITDA
Approximately $87 million
Expected combined figure for EnviroServe and ES&H
Post-synergy acquisition multiple
8.9 times Adjusted EBITDA
Combined EnviroServe and ES&H acquisitions
Key Terms
senior unsecured obligations, Rule 144A, Regulation S, make-whole premium, +1 more
5 terms
senior unsecured obligations financial
"The Notes will be senior unsecured obligations of the Company"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
Rule 144A regulatory
"in accordance with 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
"in accordance with 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.
Adjusted EBITDA financial
"post-synergized annual Adjusted EBITDA of approximately $87 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Clean Harbors (CLH) pay for EnviroServe and ES&H?
The two acquisitions were completed for a combined purchase price of $775 million, funded through available cash and a recently completed $600.0 million senior notes offering.
What revenue and Adjusted EBITDA are EnviroServe and ES&H expected to generate?
Together, the businesses are expected to generate approximately $340 million in annual revenues and approximately $87 million in post-synergy annual Adjusted EBITDA. The stated post-synergy acquisition multiple is 8.9 times Adjusted EBITDA.
What early redemption options do Clean Harbors’ new notes have?
Before September 30, 2029, Clean Harbors may redeem notes at 100% of principal plus a make-whole premium and accrued and unpaid interest. It may also redeem up to 40% of the aggregate principal amount using an amount equal to or less than net cash proceeds from certain equity offerings, at 106.250% of principal plus accrued and unpaid interest.
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): October 1, 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 pro vided 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 1.01. Entry into a Material Definitive Agreement.
Issuance of 6.250% Senior Notes due 2034
On October 1, 2026, Clean Harbors, Inc. (the “Company”), issued $600.0 million aggregate principal amount of 6.250% senior notes due 2034 (the “Notes”).
The Company utilized $470 million of 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 intends to use 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”). The ES&H Acquisition closed on September 18, 2026 and the EnviroServe Acquisition closed on October 2, 2026.
The Notes have not been registered under the Securities Act of 1933, as amended (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 the registration requirements of the Securities Act. The Notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.
Indenture
The Notes were issued under an Indenture, dated October 1, 2026 (the “Indenture”), among the Company, substantially all of the Company’s domestic subsidiaries, as guarantors, and U.S. Bank Trust Company, National Association, as trustee.
The Indenture provides, among other things, that the Notes will be senior unsecured obligations of the Company. Interest on the Notes is payable semi-annually, in arrears, on March 31 and September 30 of each year, commencing on March 31, 2027, at a rate of 6.250% per annum, until their maturity date of September 30, 2034. The Indenture contains covenants that restrict the Company’s ability and the ability of its restricted subsidiaries to, among other things:
•incur additional indebtedness or issue certain preferred stock;
•pay dividends, redeem stock or make other distributions;
•make other restricted payments or investments;
•create liens on assets;
•transfer or sell assets;
•create restrictions on payment of dividends or other amounts to the Company from its restricted subsidiaries;
•engage in mergers, consolidations or amalgamations;
•engage in certain transactions with affiliates; and
•designate the Company’s subsidiaries as unrestricted subsidiaries.
These covenants are subject to a number of important limitations, qualifications and exceptions. In addition, certain of these covenants, including the limitation on indebtedness, will cease to apply to the
1
Notes for so long as the Notes have investment grade ratings from any two of the prescribed rating agencies.
If a change of control triggering event (as defined in the Indenture) occurs, the Company may be required to offer the holders of the Notes an opportunity to sell all or part of their Notes at a purchase price of 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. In addition, if the Company sells assets under certain circumstances, the Company may be required to make an offer to purchase a portion of the Notes.
At any time prior to September 30, 2029, the Company may on one or more occasions redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium, as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after September 30, 2029, the Company may on one or more occasions redeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to September 30, 2029, the Company may on one or more occasions redeem up to 40% of the aggregate principal amount of the Notes with an amount equal to or less than the net cash proceeds received by the Company from certain equity offerings at a redemption price equal to 106.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; the failure to pay final judgments in excess of certain amounts of money against the Company and its significant subsidiaries; and the failure of certain guarantees to be enforceable (other than in accordance with the terms of the Indenture).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Indenture and the Form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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 under Item 1.01 of this Current Report on Form 8-K under the heading “Indenture” is incorporated herein by reference.
Item 8.01. Other Events
On October 5, 2026, the Company issued a press release announcing the completion of the EnviroServe Acquisition and the ES&H Acquisition.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 4.1 | Indenture, dated October 1, 2026, among Clean Harbors, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee | ||||
| 4.2 | Form of Note (included in Exhibit 4.1) | ||||
| 99.1 | Press release of the Company announcing the completion of the EnviroServe and ES&H acquisitions, dated October 5, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
3
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) | |||||
| October 5, 2026 | /s/ Eric J. Dugas | ||||
| Executive Vice President and Chief Financial Officer | |||||
4
EXHIBIT 99.1
Press Release
Clean Harbors Completes Acquisitions of EnviroServe and ES&H
•Transactions Expand Clean Harbors’ Technical Services and Field Services Businesses
•EnviroServe’s Network of Waste Handling Locations Boosts Company’s Collection Capabilities
•ES&H Adds Established Emergency Response Leader in the U.S. Gulf Region
•Total Spend of $775 Million with a Combined Post-Synergy Deal Multiple of 8.9X Adjusted EBITDA
NORWELL, Mass. – October 5, 2026 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), a leading provider of environmental and industrial services throughout North America, today announced the completion of its previously announced acquisitions of EnviroServe, a national provider of environmental and waste management services, and ES&H, a leading regional provider of environmental and emergency response services in the Gulf region. The two transactions were completed for a combined purchase price of $775 million, funded through available cash and a recently completed $600 million senior notes offering.
On a combined basis, EnviroServe and ES&H are expected to generate annual revenues of approximately $340 million with post-synergized annual Adjusted EBITDA of approximately $87 million, which equates to a post-synergy acquisition multiple of 8.9 times Adjusted EBITDA.
“The acquisitions of EnviroServe and ES&H greatly enhance our Technical Services and Field Services businesses,” said Eric Gerstenberg, Co-Chief Executive Officer of Clean Harbors. “EnviroServe’s strategically located, 10-day transfer facilities expand our Technical Services collection capabilities and create additional opportunities to leverage more volume into our disposal and recycling network. Its emergency response assets and rail cleaning facilities amplify our current Field Services offerings. At the same time, ES&H, a recognized leader in the Gulf, deepens our Field Services presence and expands our response capabilities in one of North America’s most important petrochemical and marine corridors. The company is recognized for its on-water emergency response expertise, earning the U.S. Coast Guard’s highest Oil Spill Response Organization (OSRO) classification. Moreover, both companies are strong cultural fits with Clean Harbors sharing our deep commitment to safety, compliance and service excellence.”
Mike Battles, Co-Chief Executive Officer of Clean Harbors, said, “We expect to generate substantial shareholder value from these transactions, particularly given their post-synergy multiples and cross-selling potential. EnviroServe provides an attractive opportunity to drive valuable volumes into our highly leverageable network of disposal and recycling locations. ES&H brings a high-margin response business, including its Forefront emergency readiness and training offering. These acquisitions align well with our capital allocation
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
philosophy of prioritizing profitable growth in our Environmental Services segment. We’re excited about the growth prospects for both of these businesses within the Clean Harbors organization.”
Headquartered in Sandy, Utah, EnviroServe serves nearly 2,500 customers through a network of 40 locations. Its national footprint is supported by permits in 48 states, which include 18 10-day transfer facilities, several solidification facilities and railcar cleaning locations. Offerings include remediation, rail services, industrial cleaning and emergency response, as well as hazardous and non-hazardous waste transportation and processing.
Headquartered in Louisiana, ES&H operates 13 service branches, primarily in coastal markets, providing maritime capabilities that complement and expand Clean Harbors’ existing service offerings. The company’s core services include emergency response, field services and environmental management services for customers across multiple industries.
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. For more information, visit 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 may include, but are not limited to, statements about the Company’s future financial and operating results, plans, strategy, objectives and goals, strategic initiatives, cost management initiatives, pricing and productivity initiatives, contingent liabilities, interest expense, liquidity, business, economic and market conditions, trends, customer demand, expectations regarding new customer contracts, impacts of tariffs and new legislation, acquisitions, growth opportunities and investments, expectations, challenges and other statements that are not historical facts. 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: 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
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
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, which may be viewed in the “Investors” section of Clean Harbors’ website at 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