CLEAN HARBORS INC
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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(4) Business Combinations
Proposed 2026 Acquisition
On February 17, 2026, the Company signed a purchase agreement to acquire certain environmental businesses of Depot Connect International for an all-cash purchase price of approximately $130.0 million, subject to customary closing adjustments. The Company intends to fund this acquisition with available cash. Once complete, the operations of the acquired businesses will expand the Environmental Services segment’s technical services and field services operations and includes two permitted waste treatment facilities. The acquisition is expected to close in the first half of 2026, subject to customary closing conditions.
2024 Acquisitions
On March 22, 2024, the Company completed its acquisition of HEPACO for an all-cash purchase price of $392.2 million, net of cash acquired. The operations of HEPACO expand the Environmental Services segment’s field services business.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 22, 2024. The following table summarizes the preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):
| At Acquisition Date As Reported December 31, 2024 | Measurement Period Adjustments | Final Allocation At Acquisition Date | |
|---|---|---|---|
| Accounts receivable, including unbilled receivables | $69,072 | $(856) | $68,216 |
| Inventories and supplies | 384 | — | 384 |
| Prepaid expenses and other current assets | 4,383 | (123) | 4,260 |
| Property, plant and equipment | 47,125 | 385 | 47,510 |
| Permits and other intangibles | 130,500 | — | 130,500 |
| Operating lease right-of-use assets | 9,385 | — | 9,385 |
| Other long-term assets | 5,712 | 1,133 | 6,845 |
| Accounts payable | (30,602) | — | (30,602) |
| Accrued expenses and other current liabilities | (16,005) | (300) | (16,305) |
| Current portion of operating lease liabilities | (2,758) | — | (2,758) |
| Operating lease liabilities, less current portion | (6,627) | — | (6,627) |
| Closure and post-closure liabilities | (2,492) | (385) | (2,877) |
| Remedial liabilities | (2,435) | — | (2,435) |
| Other long-term liabilities | (374) | — | (374) |
| Total identifiable net assets | 205,268 | (146) | 205,122 |
| Goodwill | 186,911 | 146 | 187,057 |
| Total purchase price | $392,179 | $— | $392,179 |
Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven and 20 years with a weighted average useful life of approximately 19 years. The Company recorded the excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, as goodwill. The goodwill recognized is attributable to the operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition. Goodwill generated from the acquisition is not deductible for tax purposes.
On March 1, 2024, the Company acquired Noble Oil Services, Inc. and its subsidiaries (collectively “Noble”) for an all-cash purchase price of $68.7 million, net of cash acquired. The acquisition of Noble expands the SKSS segment’s oil collection operations in the southeastern region of the United States while also adding incremental production from the re-refinery owned and operated by the acquired company.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 1, 2024. The following table summarizes the preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):
| At Acquisition Date As Reported December 31, 2024 | Measurement Period Adjustments | Final Allocation At Acquisition Date | |
|---|---|---|---|
| Accounts receivable, including unbilled receivables | $5,855 | $(8) | $5,847 |
| Inventories and supplies | 6,598 | — | 6,598 |
| Prepaid expenses and other current assets | 408 | — | 408 |
| Property, plant and equipment | 55,615 | 35 | 55,650 |
| Permits and other intangibles | 14,500 | — | 14,500 |
| Operating lease right-of-use assets | 3,615 | — | 3,615 |
| Other long-term assets | 92 | — | 92 |
| Accounts payable | (7,752) | — | (7,752) |
| Accrued expenses and other current liabilities | (1,145) | 17 | (1,128) |
| Current portion of operating lease liabilities | (1,823) | — | (1,823) |
| Operating lease liabilities, less current portion | (1,792) | — | (1,792) |
| Closure and post-closure liabilities | (8,929) | (35) | (8,964) |
| Remedial liabilities | (2,757) | 90 | (2,667) |
| Total identifiable net assets | 62,485 | 99 | 62,584 |
| Goodwill | 6,257 | (99) | 6,158 |
| Total purchase price | $68,742 | $— | $68,742 |
Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven and 15 years with a weighted average useful life of approximately 13 years. The Company recorded the excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, as goodwill. The goodwill recognized is attributable to the operating synergies and assembled workforce that the Company expects to realize from the acquisition. Goodwill generated from the acquisition is deductible for tax purposes.
During 2024, the Company completed the acquisition ofthree additional privately-owned businesses for $17.1 million in total cash consideration. The operations of the acquired businesses were consolidated into the Environmental Services and SKSS segments. The acquisitions of the acquired businesses were not material to the consolidated financial statements of the Company.
2023 Acquisition
On March 31, 2023, the Company acquired Thompson Industrial Services, LLC (“Thompson Industrial”) for an all-cash purchase price of $110.9 million, net of cash acquired. The operations of Thompson Industrial expand the Environmental Services segment’s industrial service operations in the southeastern region of the United States.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2024. The purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 31, 2023. The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):
| Final Allocation | |
|---|---|
| Accounts receivable, including unbilled receivables | $25,160 |
| Inventories and supplies | 228 |
| Prepaid expenses and other current assets | 1,302 |
| Property, plant and equipment | 26,719 |
| Permits and other intangibles | 28,900 |
| Operating lease right-of-use assets | 4,716 |
| Other long-term assets | 72 |
| Accounts payable | (7,240) |
| Accrued expenses and other current liabilities | (3,290) |
| Current portion of operating lease liabilities | (1,653) |
| Operating lease liabilities, less current portion | (3,063) |
| Other long-term liabilities | (560) |
| Total identifiable net assets | 71,291 |
| Goodwill | 39,564 |
| Total purchase price | $110,855 |
Permits and other intangible assets acquired include customer relationships, trademarks/trade names and non-compete agreements and are anticipated to have estimated useful lives of between five and 15 years with a weighted average useful life of approximately 13 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, was recorded as goodwill. The goodwill recognized is attributable to the operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition. Goodwill generated from the acquisition is deductible for tax purposes.
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