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Steris 8-K Report, Regulation FD Disclosure (May 31, 2024)

Reports
Regulation FD
Filing Date
Filed May 31, 2024
Period End
May 31, 2024
Security
STE
In the record · 2019–202610-K810-Q228-K64

STE filed 8 annual reports (10-K), 22 quarterly reports (10-Q) and 64 current reports (8-K) between 2019 and 2026.

  1. Change in control8-K · Mar ’19Mar ’19
  2. Leadership change8-K · Aug ’21Aug ’21
  3. Leadership change8-K · Jul ’23Jul ’23
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed May 31, 2024. Cited figures are marked; the original filing is the authoritative source.

STERIS plc (STE) filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that the Transaction announced in its April 11, 2024 Form 8-K has closed.

On May 31, 2024, STERIS Corporation, a wholly owned subsidiary, and certain affiliates completed the sale of STERIS's Dental business segment to HuFriedy Group Holding LLC, an affiliate of Peak Rock Capital LLC. The purchase price under the Equity Purchase Agreement is $787.5 milliona, subject to customary adjustments, plus up to an additional $12.5 million in contingent payment if the Dental business achieves certain revenue targets in fiscal year 2025. STERIS intends to use the proceeds primarily to repay debt.

The filing is a short disclosure with no new financial results. The principal investor takeaways are the completed divestiture, the cash consideration, the debt reduction intent, and the contingent earnout tied to fiscal 2025 Dental revenue, which the filing notes is a forward-looking item subject to risk.

02—Key points

Key Highlights

  1. Closed the sale of the Dental business segment to HuFriedy Group Holding LLC (an affiliate of Peak Rock Capital LLC) on May 31, 2024.
  2. Base purchase price of $787.5 million, subject to customary adjustments.
  3. Up to an additional $12.5 million contingent payment if the Dental business meets certain fiscal year 2025 revenue targets.
  4. Proceeds are intended primarily to repay debt.
  5. The filing is a Regulation FD disclosure that updates the April 11, 2024 Form 8-K announcing the agreement.
  6. The forward-looking statements flag risk around realizing the expected benefits of the Transaction, including the earnout payment.

03—Questions

Frequently Asked Questions

  1. What did STERIS sell and to whom?

    STERIS Corporation, a wholly owned subsidiary, and certain affiliates sold STERIS's Dental business segment to HuFriedy Group Holding LLC, an affiliate of Peak Rock Capital LLC.

  2. How much is the transaction worth?

    The purchase price is $787.5 million, subject to customary adjustments, plus up to an additional $12.5 million contingent on the Dental business reaching certain revenue targets in fiscal year 2025.

  3. When did the transaction close?

    The Transaction closed on May 31, 2024.

  4. What will STERIS do with the proceeds?

    STERIS intends to use the proceeds primarily to repay debt.

  5. What risks does the filing note for the Transaction?

    The forward-looking statements cite STERIS's ability to realize the expected benefits of the Transaction, including the earnout payment, along with general risks such as indebtedness levels and changes in credit availability.

04—Continue

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