srcl-8k_20200406.htm

Delaware

1-37556

36-3640402

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

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. ☐

On April 6, 2020, Stericycle, Inc. (the “Company”) completed the previously announced sale of all of the outstanding equity interests of ESOL Topco LLC, a Delaware limited liability company and subsidiary of the Company (the “Transaction”) to CEI Holding LLC, a Delaware limited liability company (“Buyer”), for approximately $462.5 million (subject to customary adjustments for debt and working capital and and other adjustments), pursuant to the Stock Purchase Agreement (the “Purchase Agreement”), dated February 6, 2020, by and among the Company, Buyer and Harsco Corporation, a Delaware corporation, as guarantor. As previously announced, the Purchase Agreement provides for the sale of the Company’s domestic Environmental Solutions business, exclusive of the Company’s healthcare hazardous waste services and unused consumer pharmaceutical take-back services, to Buyer. The Company estimates net proceeds to be approximately $430 million which factors in customary adjustments and transaction expenses.

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement. A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 7, 2020 and is incorporated herein by reference.

On April 6, 2020, the Company issued a press release announcing the completion of the Transaction. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished in Item 8.01 and Exhibit 99.1 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Exhibit No.		Description
99.1		Press Release issued by the Company on April 6, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBLR document).

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.



Dated: April 6, 2020		Stericycle, Inc.

	By:	/s/ Janet H. Zelenka

		Janet H. Zelenka
		Executive Vice President and Chief Financial Officer



Item 2.01.	Completion of Acquisition or Disposition of Assets