Harsco Corporation (NYSE: HSC) announced today that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior unsecured notes due 2027 (the “Notes”) in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Harsco intends to use the net proceeds from the Private Offering to fund, together with borrowings under its revolving credit facility, the purchase price of the previously announced pending acquisition (the “Acquisition”) of CEHI Acquisition Corporation (“Clean Earth”). The closing of the Private Offering is contingent upon the closing of the Acquisition.

The Notes will be guaranteed on a senior unsecured basis, jointly and severally, by all of Harsco’s wholly owned U.S. subsidiaries that guarantee its senior secured credit facility.

The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

The Notes have not been and will not be registered under the Securities Act or applicable state securities laws 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 and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes or any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation, or sale is unlawful.

Harsco is also seeking, concurrently with the Private Offering, to amend the credit agreement governing its senior secured credit facility that would (i) increase its revolving credit facility by $200 million, (ii) extend the maturity of its revolving credit facility to June 2024, (iii) reduce the interest rate margins and commitment fees applicable to its revolving credit loans, and (iv) adjust certain covenants (the “Amendment”). The closing of each of the Private Offering and the Acquisition is not conditioned upon the consummation of the Amendment and there can be no assurance that Harsco will be able to enter into the Amendment to amend any of the foregoing terms. There can be no assurance that the Harsco will consummate either of the Private Offering or the Amendment on favorable terms or at all.