Stericycle, Inc. (NASDAQ:SRCLP) Files An 8-K Regulation FD Disclosure
Item 7.01
On June 4, 2019, Stericycle, Inc. (the Company) commenced a private offering to eligible purchasers of $550.0 million aggregate principal amount of Senior Notes due 2024 (the Notes). The Company is disclosing the following information publicly because such information is concurrently being disclosed to certain parties in an offering memorandum relating to the Notes.
As previously indicated when the Company announced earnings on May 2, 2019, the Companys results for the quarter ended March 31, 2019 were negatively impacted by, among other things, a decline in recycled paper prices, the impact of foreign exchange, a slowdown in recall activity in its Communication and Related Services (CRS) business and margin pressure in Regulated Waste and Compliance Services. These impacts have continued through April 2019. The Companys results for the quarters ending June 30, 2019 and September 30, 2019 and full year 2019 will be dependent, in part, on whether these impacts continue throughout the remainder of the year.
On June 4, 2019, the Company issued a press release announcing the commencement of a private offering of the Notes. In accordance with Rule 135(c) of the Securities Act of 1933, as amended (the Securities Act), a copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.
The Notes have not been registered under the Securities Act or any 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 any applicable state securities laws.
Safe Harbor Statement
This document may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic and market conditions). When we use words such as believes, expects, anticipates, estimates or similar expressions, we are making forward-looking statements. Actual results could differ significantly from the results described here. Factors that could cause such differences include our proposed private offering of the Notes and our use of the proceeds from such offering, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, decreases in the volume of regulated wastes or personal and confidential information collected from customers, the ability to implement our enterprise resource planning system or execute on Business Transformation initiatives and achieve the anticipated benefits and cost savings, charges related to the portfolio rationalization strategy or the failure of this strategy to achieve the desired results, failure to consummate strategic alternative transactions with respect to CRS or other non-core businesses, potential charges related to a strategic alternative transactions with respect to CRS, or the failure of any such transactions to achieve desired results, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in private placement notes and credit agreements, a downgrade in our credit rating resulting in an increase in interest expense, political, economic, inflationary, currency and other risks related to our foreign operations, the outcome of pending or future litigation or investigations including with respect to the Foreign Corrupt Practices Act, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, changes in the demand and price for recycled paper, failure to maintain an effective system of internal control over financial reporting, delays in implementing remediation efforts with respect to existing material weaknesses, identification of additional material weaknesses, failure of current remediation efforts to address existing material weaknesses, disruptions in or attacks on information technology systems, as well as other factors described in filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and subsequent Quarterly Reports on Forms 10-Q. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. To the extent permitted under applicable law, we make no commitment to disclose any subsequent revisions to forward-looking statements.