UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 8, 2024 (the “Settlement Date”), Waste Management, Inc. (“WM”) completed its previously announced (i) private offer to eligible holders to exchange (the “Exchange Offer”) any and all of the $500 million aggregate principal amount of outstanding 3.875% Senior Notes due 2029 (the “Stericycle Notes”) issued by Stericycle, Inc. (the “Company”) for new notes issued by WM and cash, and (ii) related consent solicitation (the “Consent Solicitation”) made by WM, on behalf of the Company, to adopt certain amendments (the “Amendments”) to the indenture governing the Stericycle Notes (the “Indenture”). Pursuant to the Exchange Offer and Consent Solicitation, $485,416,000 aggregate principal amount of the Stericycle Notes were validly tendered and subsequently accepted. Such accepted Stericycle Notes have been retired and canceled and will not be reissued. Following such cancellation, $14,584,000 aggregate principal amount of the Stericycle Notes remain outstanding.
Prior to the settlement of the Exchange Offer and Consent Solicitation and following receipt of the requisite consents to adopt the Amendments with respect to the Stericycle Notes, the Company executed a supplemental indenture with the trustee and the guarantor party thereto (the “Supplemental Indenture”) to eliminate substantially all of the restrictive covenants, restrictive provisions and events of default, other than payment-related, guarantee-related and bankruptcy-related events of default, under the Indenture.
The Amendments became operative upon the Settlement Date. The foregoing summary of the Indenture and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit Index
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, hereunto duly authorized.
| STERICYCLE, INC. | ||
| Date: November 8, 2024 | By: | /s/ Courtney A. Tippy |
| Courtney A. Tippy | ||
| Vice President and Secretary | ||