CLEAN HARBORS INCCLH
CLEAN HARBORS INC Debt Disclosure
FINANCING ARRANGEMENTS
Long-term Debt
The following table is a summary of the Company's long-term debt (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| Current Portion of Long-Term Debt: | |||||||||||
| Secured senior term loans | $ | 12,600 | $ | 15,102 | |||||||
| Long-Term Debt: | |||||||||||
Secured senior term loans due October 9, 2032 (“2032 Term Loans”) | $ | 1,247,400 | $ | — | |||||||
Secured senior term loans due October 8, 2028 (“2028 Term Loans”) | — | 1,449,796 | |||||||||
Unsecured senior notes, at 4.875%, due July 15, 2027 (“2027 Notes”) | — | 545,000 | |||||||||
Unsecured senior notes, at 5.125%, due July 15, 2029 (“2029 Notes”) | 300,000 | 300,000 | |||||||||
Unsecured senior notes, at 6.375%, due February 1, 2031 (“2031 Notes”) | 500,000 | 500,000 | |||||||||
Unsecured senior notes, at 5.750%, due October 15, 2033 (“2033 Notes”) | 745,000 | — | |||||||||
| Long-term debt, at par | 2,792,400 | 2,794,796 | |||||||||
| Unamortized debt issuance costs | (28,837) | (23,679) | |||||||||
| Long-term debt, at carrying value | $ | 2,763,563 | $ | 2,771,117 | |||||||
As of December 31, 2025 and 2024, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $2.8 billion in both periods. The Company’s estimates of fair value of its long-term debt, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.
As of December 31, 2025, the Company had an aggregate principal amount outstanding of $1,260.0 million under the Seventh Amendment to the Company’s Secured Senior Term Loans dated as of October 9, 2025 (the “Term Loan Agreement”). As of December 31, 2024, the Company had an aggregate principal amount outstanding of $1,464.9 million under the Sixth Amendment to the Term Loan Agreement.
The table below describes the key terms of the Company’s Secured Senior Term Loan amendments, including any historical changes occurring during the periods presented in these financial statements:
| Effective Date | Maturity Date | SOFR Margin(1) | US Base Rate Margin (1) | Credit Spread Adjustment | Aggregate Principal Amount (in 000s) | |||||||||||||||||||||||||||||||||
Seventh Amendment (2) | 10/9/2025 | 10/9/2032 | 1.50 | % | 0.50 | % | — | % | $ | 1,260,000 | ||||||||||||||||||||||||||||
| Sixth Amendment | 10/8/2024 | 10/8/2028 | 1.75 | % | 0.75 | % | — | % | 1,480,000 | |||||||||||||||||||||||||||||
Fifth Amendment (3) | 3/22/2024 | 10/8/2028 | 1.75 | % | 0.75 | % | 0.11448 | % | 1,480,000 | |||||||||||||||||||||||||||||
| Fourth Amendment | 12/27/2023 | 10/8/2028 | 1.75 | % | 0.75 | % | 0.11448 | % | 980,000 | |||||||||||||||||||||||||||||
| Third Amendment | 1/24/2023 | 10/8/2028 | 2.00 | % | 1.00 | % | 0.11448 | % | 980,000 | |||||||||||||||||||||||||||||
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(1)The Term Loan Agreement provides for Term SOFR adjustments for other interest periods and a US Base Rate Margin; however, the Company elects one-month Term SOFR for interest payments. Interest is paid monthly.
(2)Proceeds from the Seventh Amendment to the Term Loan Agreement along with certain proceeds of the 2033 Notes and cash on hand were used to refinance in full all existing term loans outstanding under the Sixth Amendment.
(3)The Fifth Amendment to the Term Loan Agreement provided for the issuance of additional term loans with an aggregate principal amount of $500.0 million which were used to fund the acquisitions completed during 2024, with the excess increasing the Company’s cash balances.
The Company’s obligations under the Term Loan Agreement are guaranteed by substantially all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. Such covenants restrict the Company’s
ability, among other matters, to incur debt, create liens on the Company’s assets, make restricted payments or investments or enter into transactions with affiliates.
The Company’s obligations under the Term Loan Agreement may be prepaid at any time without premium or penalty (other than customary breakage costs with respect to Term SOFR-based loans), except if the Company engages in certain repricing transactions before April 9, 2026, in which event a 1.0% prepayment premium would be due.
During the year ended December 31, 2025 the Company recognized loss on early extinguishment of debt of $8.3 million due to the changes in the Term Loan Agreement under the Seventh Amendment and the repayment of the 2027 Notes discussed below.
Unsecured Senior Notes
The table below describes the key terms of the Company’s Unsecured Senior Notes:
| Effective Date | Maturity Date | Interest Rate | Interest Payment Dates | Interest Commencement Date | Aggregate Principal Amount (in thousands) | |||||||||||||||||||||||||||||||||
| 2033 Notes | 10/9/2025 | 10/15/2033 | 5.750 | % | April 15, October 15 | 4/15/2026 | $ | 745,000 | ||||||||||||||||||||||||||||||
| 2031 Notes | 1/24/2023 | 2/1/2031 | 6.375 | % | February 1, August 1 | 8/1/2023 | 500,000 | |||||||||||||||||||||||||||||||
| 2029 Notes | 7/2/2019 | 7/15/2029 | 5.125 | % | January 15, July 15 | 1/15/2020 | 300,000 | |||||||||||||||||||||||||||||||
| 2027 Notes | 7/2/2019 | 7/15/2027 | 4.875 | % | January 15, July 15 | 1/15/2020 | 545,000 | |||||||||||||||||||||||||||||||
The proceeds from the issuance of the 2033 Notes on October 9, 2025, were used toward the repayment of the Term Loans outstanding at that time as well as to pay off the outstanding principal balance of the 4.875% 2027 Notes of $545.0 million.
The tables below depict the redemption prices of the outstanding unsecured senior notes as of December 31, 2025 (collectively, the “Notes”) if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the redemption date.
| 2029 Notes | Percentage | |||||||
| July 15, 2026 and thereafter | 100.000 | % | ||||||
| 2031 Notes | Percentage | |||||||
| February 1, 2026 | 103.188 | % | ||||||
| February 1, 2027 | 101.594 | % | ||||||
| February 1, 2028 and thereafter | 100.000 | % | ||||||
| 2033 Notes | Percentage | |||||||
| October 15, 2028 | 102.875 | % | ||||||
| October 15, 2029 | 101.438 | % | ||||||
| October 15, 2030 and thereafter | 100.000 | % | ||||||
The Company may also redeem all or any portion of the 2031 Notes prior to February 1, 2026, at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to but not including the date of redemption. Additionally, subject to certain limitations, prior to February 1, 2026, the Company may use net cash proceeds of one or more equity offerings to redeem up to 40% in aggregate principal of the 2031 Notes at a redemption price equal to 106.375% of the principal amount thereof plus accrued and unpaid interest thereon, if any, up to but not including the date of redemption.
The Company may also redeem all or any portion of the 2033 Notes prior to October 15, 2028, at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to but not including the date of redemption. Additionally, subject to certain limitations, prior to October 15, 2028, the Company may use net cash proceeds of one or more equity offerings to redeem up to 40% in aggregate principal of the 2033 Notes at a redemption price equal to 105.750% of the principal amount thereof plus accrued and unpaid interest thereon, if any, up to but not including the date of redemption.
The Notes and the related indentures contain various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries. The Notes are effectively subordinated to the Company's Term Loans, revolving credit facility and finance lease obligations to the extent of the value of the assets securing such secured indebtedness. The Notes are also effectively subordinated to all indebtedness and other liabilities of the Company's subsidiaries that are not guarantors of the Notes.
Revolving Credit Facility
On June 28, 2024, the Company and one of the Company’s Canadian subsidiaries (the “Canadian Borrower”) entered into a seventh amended and restated credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party to the Amended Credit Agreement. The Amended Credit Agreement amended and restated the sixth amended and restated credit agreement dated October 28, 2020 (the “Prior Credit Agreement”). Under the Amended Credit Agreement, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $550.0 million (with a sub-limit of $250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $50.0 million. The maximum borrowing amount of $600.0 million under the Amended Credit Agreement is increased from $400.0 million under the Prior Credit Agreement.
Borrowings by the Company under the Amended Credit Agreement will bear interest at the Company’s option, at either (i) the sum of Term SOFR plus a SOFR Adjustment of 0.1% plus 1.5% per annum, or (ii) the U.S. Base Rate, plus 0.5% per annum, and borrowings by the Canadian Borrower will bear interest, at the Company’s option, at either (i) the sum of Term CORRA plus a Term CORRA adjustment of either 0.29547% or 0.32138% for the one or three month interest period respectively, plus 1.5% per annum, (ii) the Canadian Prime Rate, plus 0.5% per annum, or (iii) the Canadian Base Rate, plus 0.5% per annum, as those terms are defined in the Amended Credit Agreement. Other terms under the Amended Credit Agreement are substantially the same as under the Prior Credit Agreement. Subject to certain customary conditions, the facility will expire on June 28, 2029.
On April 28, 2023, the Company entered into an amendment to the credit agreement for the revolving credit facility. As amended, the terms of the agreement are substantially the same as prior to the amendment except for certain updates required to transition the agreement to include a defined LIBOR successor rate. Under the amended agreement, borrowings under the revolving credit facility will bear interest at a rate, at the Company’s option, of either (i) “Term SOFR” (as defined in the amended agreement) plus an applicable margin ranging from 1.50% to 1.75% per annum based primarily on the level of the Company’s average liquidity for the most recent 30 day period or (ii) BofA’s base rate plus an applicable margin ranging from 0.50% to 0.75% per annum based primarily on such average liquidity. The amended agreement also continues to provide (i) for an unused line fee payable to the lenders, calculated on the then unused portion of the lenders’ $400.0 million maximum commitments, ranging from 0.25% to 0.375% per annum of the unused commitment, and (ii) for outstanding letters of credit, a fee payable to the lenders equal to the then applicable margin for Term SOFR borrowings described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit.
Letters of credit issued under the revolving credit facility are utilized primarily as security for the Company's insurance program that includes casualty and financial assurance.
The Company’s obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company’s U.S. subsidiaries and secured by a first lien on the Company’s and its U.S. subsidiaries’ accounts receivable. The Canadian Borrower’s obligations under the facility are guaranteed by substantially all of the Company’s Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries.
As of December 31, 2025, the revolving credit facility had no outstanding loan balances, $453.5 million available to borrow and outstanding letters of credit of $146.5 million. The Company also had no outstanding loan balances as of December 31, 2024.
Cash Flow Hedges
The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.
In 2022, the Company entered into interest rate swap agreements with a notional amount of $600.0 million (the “2022 Swaps”) to effectively fix the interest rate on $600.0 million principal of variable rate debt (initially the 2028 Term Loans and
now the 2032 Term Loans, both of which had SOFR based variable interest payments). Under the terms of the 2022 Swaps, the Company receives interest based upon the variable rates and pays a fixed amount of interest. The 2022 Swaps expire on September 30, 2027. As of December 31, 2025 the effective annual interest rate of the fixed portion of the Term Loan Agreement as a result of the 2022 Swaps is 3.46%.
The Company designated the 2022 Swaps as a cash flow hedge at the inception of the agreements. As of December 31, 2025 the Company recorded a derivative asset with a fair value of $13.6 million. The derivative asset balance as of December 31, 2024 was $32.4 million.
No ineffectiveness has been identified on the 2022 Swaps and, therefore the change in fair value is recorded in stockholders' equity as a component of accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or periods during which the hedged transactions affect earnings.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.