CAMP HILL, PA (March 31, 2020) - Harsco Corporation (NYSE: Harsco Corporation (NYSE:HSC) (the “Company”) announced today it has raised a new term loan facility (the loans thereunder, the “New Term Loans”) of $280 million as a new tranche of loans under its existing senior secured credit facilities (the “Credit Facility”). The availability of the New Term Loans is subject to customary funding conditions, including the substantially concurrent consummation of the Company’s previously announced acquisition of the Stericycle Environmental Solutions business (the “ESOL Acquisition”). The Company will draw on the New Term Loans upon the closing of the ESOL Acquisition, and the New Term Loans, along with the Company’s revolving credit facility as had been previously anticipated, will be applied to finance the ESOL Acquisition and to pay related transaction fees and expenses. The Company is currently waiting on regulatory approval for the ESOL Acquisition.
Borrowings under the New Term Loans will bear interest at a rate per annum ranging from 150 to 225 basis points over adjusted LIBOR (as defined in the documentation for the Credit Facility). The New Term Loans will mature on June 28, 2024.
Harsco also has entered into an amendment (“Amendment”) to its existing Credit Facility. The Amendment amends certain covenants in the Credit Facility and is intended to provide the Company with increased operating flexibility.
Citigroup, N.A., PNC Bank National Association, Goldman Sachs Bank USA, Bank of America, N.A., BMO Harris Bank, N.A., HSBC Bank USA, National Association, Royal Bank of Canada, Fifth Third Bank, National Association, The Huntington National Bank, Keybank National Association, ING Bank N. V., Dublin Branch, Truist Bank (formerly known as Branch and Banking Trust Company), Bank of the West, and Santander Bank, N.A. have acted as joint lead bookrunners and joint lead arrangers for the New Term Loans and the Amendment.
“We are pleased to further improve our financial flexibility through this amendment,” said Pete Minan, Senior Vice President and Chief Financial Officer. “This transaction further strengthens Harsco’s financial position by providing term loan financing for the ESOL Acquisition and preserves significant revolving credit capacity. In addition, we are extremely pleased with the overwhelming support of our bank group, as commitments were significantly oversubscribed. Overall, this successful transaction reflects the positive underlying changes within Harsco over the past few years.”
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any loans or securities.
About Harsco Corporation
Harsco Corporation is a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector. Based in Camp Hill, PA, the 11,000-employee company operates in more than 30 countries. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.
FORWARD LOOKING STATEMENTS
The nature of the Company's business and the many countries in which it operates subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the “safe harbor” provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about the ESOL Acquisition and the financing described herein, management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan” or other comparable terms. Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including general economic conditions; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (3) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (7) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company's business; (11) the Company's ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the integration of the Company's strategic acquisitions; (13) potential severe volatility in the capital markets; (14) failure to retain key management and employees; (15) the amount and timing of repurchases of the Company's common stock, if any; (16) the outcome of any disputes with customers, contractors and subcontractors; (17) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; (18) implementation of environmental remediation matters; (19) risk and uncertainty associated with intangible assets; and (20) other risk factors listed from time to time in the Company's SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, “Risk Factors,” of the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.
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