Item 8.01. Other Events.
Stericycle, Inc. (Nasdaq: SRCL) today announced that it has completed the
divestiture of its global product recall business (Expert Solutions) to Sedgwick
for approximately $78 million in cash, subject to customary adjustments.
Stericycle intends to use the net proceeds from the divestiture to pay down
outstanding debt. For the nine months ended September 30, 2020, Expert Solutions
had revenues of approximately $45.7 million, principally reported in North
America, as part of Communication and Related Services. In connection with the
closing, Stericycle and Sedgwick entered into certain additional ancillary
agreements, including a transition services agreement.
A copy of the Company's press release announcing the sale of the global product
recall business is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by Stericycle, Inc. dated December 2, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Safe Harbor Statement
This document may contain forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. When we use words such as "believes,"
"expects," "anticipates," "estimates," "may," "plan," "will," "goal" or similar
expressions, we are making forward-looking statements. Forward-looking
statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections of our management about future
events and are therefore subject to risks and uncertainties, which could cause
actual results to differ materially from the future results expressed or implied
by the forward-looking statements. Factors that could cause such differences
include, among others, our private offering of the Notes and the related
guarantees and our use of the proceeds from such offering, developments in the
COVID-19 pandemic and the resulting impact on the results of operations,
precautions we have taken to safeguard the health and safety of our employees
which may make certain of our business processes less efficient, measures taken
by governmental authorities to prevent the spread of the COVID-19 virus which
could disrupt our supply chain, result in disruptions in transportation services
and restrictions on the ability of our employees to travel, result in temporary
closure of our facilities or the facilities of our customers and suppliers,
affect the volume of paper processed by our secure information destruction
business and the revenue generated from the sale of sorted office paper ("SOP"),
disruptions in our relationships with our employees as a result of certain
cost-saving measures, an economic slowdown in the U.S. and other countries
resulting from the outbreak of the COVID-19 virus, SOP pricing volatility,
foreign exchange rate volatility in the jurisdictions in which we operate, the
volume and size of any recall events, 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 (ERP) system, charges related to
portfolio rationalization or the failure of divestitures to achieve the desired
results, failure to consummate transactions with respect to non-core businesses,
the obligations to service substantial indebtedness and comply with the
covenants and restrictions contained in our credit agreements and notes, a
downgrade in our credit rating resulting in an increase in interest expense,
political, economic, inflationary and other risks related to our foreign
operations, the outcome of pending or future litigation or investigations
including with respect to the U.S. 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,
failure to maintain an effective system of internal control over financial
reporting, delays or failures in implementing remediation efforts with respect
to existing or future material weaknesses, disruptions in or attacks on
information technology systems, as well as other factors described in our
filings with the U.S. Securities and Exchange Commission, including our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 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. We
disclaim any obligation to update or revise any forward-looking or other
statements contained herein other than in accordance with legal and regulatory
obligations.
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