01—Abstract
Summary
Summary of the 8-K filed October 7, 2024. Cited figures are marked; the original filing is the authoritative source.
STERIS plc (STE), together with STERIS Corporation, STERIS Limited and STERIS Irish FinCo Unlimited Company, entered into a new credit agreement dated October 7, 2024 with various lenders and JPMorgan Chase Bank, N.A. as administrative agent.
The agreement provides a $1,100 milliona revolving credit facility (the "Revolver") that replaces the existing credit agreement dated March 19, 2021. Proceeds are to be used for general corporate purposes and working capital needs. The Revolver supports revolving credit borrowings, swing line borrowings and letters of credit, and may be increased by up to $625 million at the lenders' discretion.
It matures five years after October 7, 2024. Interest is based on the Base Rate or Relevant Rate plus an Applicable Margin tied to STERIS's Debt Rating, and Alternative Currency Advances are limited to the equivalent of $625 millionb. The agreement includes customary covenants, including limits on leverage and a required minimum interest coverage ratio, as well as customary events of default, including change of control.
The filing states that the Company and its subsidiaries maintain other banking relationships with a number of the lenders. The full agreement is filed as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.
02—Key points
Key Highlights
- New $1,100 million revolving credit facility dated October 7, 2024, replacing the credit agreement dated March 19, 2021.
- Revolver matures five years after October 7, 2024, with all unpaid borrowings and accrued interest due at maturity.
- Lenders may increase the Revolver by up to $625 million at their discretion.
- Alternative Currency Advances are limited in aggregate to the equivalent of $625 million.
- Interest is set at the Base Rate or Relevant Rate plus an Applicable Margin based on STERIS's Debt Rating; prepayment of Base Rate Advances carries no premium, while Term Benchmark Advances are generally subject to a breakage fee.
- Covenants include restrictions on indebtedness at non-guarantor subsidiaries and liens, plus a limit on leverage and a minimum interest coverage requirement.
- Borrowers and guarantors include STERIS plc, STERIS Corporation, STERIS Limited and STERIS Irish FinCo Unlimited Company, with JPMorgan Chase Bank, N.A. as administrative agent.
03—Questions
Frequently Asked Questions
What is the size and purpose of the new revolving credit facility?
The Revolver provides $1,100 million of revolving credit, swing line borrowings and letters of credit. Proceeds will be used for general corporate purposes and working capital needs.
When does the new Revolver mature?
The Revolver matures on the date five years after October 7, 2024, and all unpaid borrowings, together with accrued and unpaid interest, are repayable on that date.
Can the facility be expanded?
Yes. The Revolver may be increased by up to $625 million in the discretion of the lenders, in specified circumstances.
What financial covenants and default triggers apply?
The agreement includes a limitation on leverage and a required minimum interest coverage ratio. Customary events of default include payment and covenant defaults, breaches of representations, change of control, failure to pay money judgments, and certain defaults on Material Indebtedness, which may allow lenders to accelerate repayment.
How is interest priced on the Revolver?
Borrowings bear interest at the Base Rate or Relevant Rate, as defined in the agreement, plus an Applicable Margin determined by STERIS's Debt Rating. Base Rate Advances are payable quarterly in arrears, and Term Benchmark Advances are payable at the end of each interest period and no less often than every three months.
04—Continue