Stericycle amends financial covenant under eight series of notes

By Marisa Wong

Morgantown, W.Va., Aug. 2 – Stericycle, Inc. amended its note purchase agreements dated Aug. 18, 2010, Oct. 22, 2012, April 30, 2015 and Oct. 1, 2015 to, among other things, amend a financial covenant relating to the company’s consolidated leverage ratio, according to an 8-K filed Wednesday with the Securities and Exchange Commission.

The following notes were amended on July 28:

• $175 million of 3.89% series A notes issued in 2010 and due Oct. 15, 2017;

• $225 million of 4.47% series B notes issued in 2010 and due Oct. 15, 2020;

• $125 million of 2.68% series A notes issued in 2012 and due Dec. 12, 2019;

• $125 million of 3.26% series B notes issued in 2012 and due Dec. 12, 2022;

• $200 million of 2.72% series A notes issued in 2015 and due July 1, 2022;

• $100 million of 2.79% series B notes issued in 2015 and due July 1, 2023;

• $150 million of 2.89% series A notes issued in 2015 and due Oct. 1, 2021; and

• $150 million of 3.18% series B notes issue in 2015 and due Oct. 1, 2023.

Each of the amendments updates its respective note purchase agreement to, among other things, modify the definition of consolidated EBITDA and provisions relating to permissible consolidated leverage ratio to permit the company to make a payment in settlement of a lawsuit.

Each amendment provides that if, at the end of any fiscal quarter, the consolidated leverage ratio, on a pro forma basis as of that date and immediately after giving effect to the settlement payment, is greater than 3.50 to 1.00, the company may elect to increase the maximum consolidated leverage ratio to 4.00 to 1.00 as of the end of the fiscal quarter in which the full payment for the settlement occurred and in any subsequent fiscal quarter ending on or before Sept. 30, 2018; provided, however, that the elevated ratio will not be extended after Sept. 30, 2018.

Each amendment also provides that, if at the end of any fiscal quarter during the period ending Sept. 30, 2018, the consolidated leverage ratio exceeds 3.75 to 1.00 but is at or below 4.00 to 1.00, the per annum interest rate otherwise applicable will be increased by 50 basis points from the date of the leverage increase to but not including the date that the consolidated leverage ratio is 3.75 to 1.00 or less.

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