LAKE FOREST, Ill., Sept. 9, 2015 (GLOBE NEWSWIRE) — Stericycle, Inc. (NASDAQ:SRCL) (the “Company”) announced today the pricing of its public offering of 7,000,000 depositary shares, each of which represents a 1/10th interest in a share of its 5.25% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of the related deposit agreement.
The offering price is $100.00 per depositary share. In addition, the underwriters of the offering have an option to purchase up to an additional 700,000 depositary shares to cover over-allotments. The offering is expected to close on Tuesday, September 15, 2015, subject to customary closing conditions.
Unless earlier converted or redeemed, each share of Mandatory Convertible Preferred Stock will automatically convert into between 5.8716 and 7.3394 shares of the Company’s common stock, subject to anti-dilution and other adjustments, on the mandatory conversion date, which is expected to be September 15, 2018. The number of shares of the Company’s common stock issuable on conversion will be determined based on the average volume-weighted average price of the Company’s common stock over the 20 trading day period commencing on and including the 23rd scheduled trading day prior to September 15, 2018.
Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company’s board of directors, or an authorized committee of the Company’s board of directors, at an annual rate of 5.25% on the liquidation preference of $1,000 per share. The dividends may be payable in cash, or subject to certain limitations, in shares of the Company’s common stock or any combination of cash and shares of the Company’s common stock on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2015, and to, and including, September 15, 2018.
Net proceeds from this offering, after deducting underwriting discounts, commissions and expenses are expected to be approximately $677,800,000. Net proceeds are expected to be approximately $745,700,000 if the underwriters exercise their option to purchase additional depositary shares to cover over-allotments in full. The Company intends to use the net proceeds of the offering and, if completed, certain other financing transactions, to finance its previously announced acquisition of all of the equity interests in Shred-it International ULC, an Alberta unlimited liability corporation, Shred-it JV LP, an Ontario limited partnership, Boost GP Corp., an Ontario corporation and Boost Holdings LP, an Ontario limited partnership, including the payment of related fees and expenses. This offering is not contingent on completion of the acquisition. If the acquisition is not completed on or before January 15, 2016, or if certain termination events occur, the Company has the option but not the obligation to redeem the Mandatory Convertible Preferred Stock.
BofA Merrill Lynch, Goldman, Sachs & Co. and J.P. Morgan are the joint book-running managers on the offering.
The offering is being made pursuant to an effective shelf registration statement filed with the Securities Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting: BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department, email: firstname.lastname@example.org; Goldman, Sachs & Co., 200 West St, New York, NY 10282, Attention: Prospectus Department, telephone: (886) 471-2526; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, telephone: (866) 803-9204, Edgewood, NY 11717. These documents will also be filed with the SEC and will be available at the SEC’s Web site at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Stericycle, Inc.
Stericycle, Inc., a U.S.-based company operating in 14 countries, is a business-to-business solutions company providing services that protect people and brands, promote health and safeguard the environment. Stericycle has earned the trust of over 600,000 customers worldwide. For more information about Stericycle, please visit our website at www.stericycle.com.
Safe Harbor Statement
This press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic and market conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste, increases in transportation and other operating costs, the level of governmental enforcement of regulations governing regulated waste collection and treatment, our ability to execute our acquisition strategy and to integrate acquired businesses, competition and demand for services in the regulated waste industry, political, economic and currency risks related to our foreign operations, impairments of goodwill or other indefinite-lived intangibles, exposure to environmental liabilities, and compliance with existing and future legal and regulatory requirements, as well as other factors described in our filings with the SEC, including our most recently filed Annual Report on Form 10-K. 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 make no commitment to disclose any subsequent revisions to forward-looking statements.
CONTACT: INVESTOR RELATIONS CONTACT: Stericycle Investor Relations (847) 607-2012