UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2024
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Stericycle, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-37556 | 36-3640402 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2355 Waukegan Road
Bannockburn, Illinois 60015
(Address of principal executive offices including zip code)
(847) 367-5910
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | SRCL | Nasdaq Global Select Market |
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 1, 2024, Stericycle, Inc. (the “Company”) issued a notice (the “Redemption Notice”) to holders of the Company’s 5.375% Senior Notes due 2024 (the “Notes”) calling for redemption (the “Redemption”) of all of the $600,000,000 aggregate principal amount of the outstanding Notes.
On March 14, 2024 (the “Redemption Date”), noteholders will be entitled to receive, with respect to the Notes held by such noteholder, 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date (collectively, the “Redemption Amount”). Noteholders must surrender their Notes to U.S. Bank Trust Company, National Association, as paying agent, to collect the Redemption Amount. Noteholders may not decline to have their Notes redeemed pursuant to the Redemption. The Company will finance the redemption through available capacity on our revolving credit facility.
The Notes, and the terms of the Redemption, are governed by an indenture, dated as of June 14, 2019, between the Company, the guarantors named therein, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Indenture”). The above description of certain provisions of the Indenture is a summary and is not complete, and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Dated: February 2, 2024 | | Stericycle, Inc. |
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| By: | /s/ Janet H. Zelenka |
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| | Janet H. Zelenka |
| | Executive Vice President, Chief Financial Officer and Chief Information Officer |
