STERIS plc
For the period ended Mar 31, 2025. Filed May 29, 2025.
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FY2025 · Filed May 29, 2025
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Supplemental Guarantor Financial Information
Parent and its wholly-owned subsidiaries, Limited and STERIS Corporation, each have provided guarantees of the obligations of FinCo, a wholly-owned subsidiary issuer, under Senior Public Notes issued by FinCo on April 1, 2021 and of certain other obligations relating to the Senior Public Notes. The Senior Public Notes are guaranteed, jointly and severally, on a senior unsecured basis. The Senior Public Notes and the related guarantees are senior unsecured obligations of FinCo and the Guarantors, respectively, and are equal in priority with all other unsecured and unsubordinated indebtedness of FinCo and the Guarantors, respectively, from time to time outstanding, including, as applicable, under the Private Placement Senior Notes and borrowings under the Revolving Credit Facility.
All of the liabilities of non-guarantor direct and indirect subsidiaries of Parent, other than FinCo, Limited and STERIS Corporation, including any claims of trade creditors, are effectively senior to the Senior Public Notes.
FinCo’s main objective and source of revenues and cash flows is the provision of short- and long-term financing for the activities of Parent and its subsidiaries.
The ability of our subsidiaries to pay dividends, interest and other fees to FinCo and ability of FinCo and Guarantors to service the Senior Public Notes may be restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries are or may become a party.
The following is a summary of these guarantees:
Guarantees of Senior Notes
Parent Company Guarantor – STERIS plc
Subsidiary Issuer – STERIS Irish FinCo Unlimited Company
Subsidiary Guarantor – STERIS Limited
Subsidiary Guarantor – STERIS Corporation
The guarantee of a Guarantor will be automatically and unconditionally released and discharged:
in the case of a subsidiary Guarantor, upon the sale, transfer or other disposition (including by way of consolidation or merger) of such subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the Indenture;
in the case of a subsidiary Guarantor, upon the sale, transfer or other disposition of all or substantially all the assets of such subsidiary Guarantor, other than to the Parent or a subsidiary of the Parent and as permitted by the Indenture;
in the case of a subsidiary Guarantor, at such time as such subsidiary Guarantor is no longer a borrower under or no longer guarantees any material credit facility (subject to reinstatement in specified circumstances);
upon the legal defeasance or covenant defeasance of the Senior Public Notes or the discharge of FinCo’s obligations under the Indenture in accordance with the terms of the Indenture;
as described in accordance with the terms of the Indenture; or
in the case of Parent, if the FinCo ceases for any reason to be a subsidiary of Parent; provided that all guarantees and other obligations of Parent in respect of all other indebtedness under any material credit facility of the Issuer terminate upon FinCo ceasing to be a subsidiary of Parent; and
upon such Guarantor delivering to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release have been complied with.
The obligations of each Guarantor under its guarantee are expressly limited to the maximum amount that such Guarantor could guarantee without such guarantee constituting a fraudulent conveyance. Each Guarantor that makes a payment under its guarantee will be entitled upon payment in full of all guaranteed obligations under the indenture to a contribution from each Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with U.S. GAAP.
The following tables present summarized results of operations for the year ended March 31, 2025 and summarized balance sheet information at March 31, 2025 and 2024 for the obligor group of the Senior Public Notes. The obligor group consists of Parent, FinCo, and the other Guarantors. The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer. Transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
| Summarized Results of Operations | |
|---|---|
| Twelve Months Ended | |
| March 31, | |
| (dollars in thousands) | 2025 |
| Revenues | $3,083,529 |
| Gross profit | 1,725,276 |
| Operating costs arising from transactions with non-issuers and non-guarantors - net | 715,398 |
| Income from operations | 906,855 |
| Non-operating income (expense) arising from transactions with subsidiaries that are non-issuers and non-guarantors - net | 662,771 |
| Net income | $676,338 |
| Summarized Balance Sheet Information | ||
|---|---|---|
| At March 31, | ||
| (dollars in thousands) | 2025 | 2024 |
| Receivables due from non-issuers and non-guarantor subsidiaries | $19,931,477 | $19,120,843 |
| Other current assets | 830,522 | 846,149 |
| Total current assets | $20,761,999 | $19,966,992 |
| Non-current receivables due from non-issuers and non-guarantor subsidiaries | $1,278,411 | $1,797,274 |
| Goodwill | 297,209 | 292,559 |
| Other non-current assets | 632,555 | 642,240 |
| Total non-current assets | $2,208,175 | $2,732,073 |
| Payables due to non-issuers and non-guarantor subsidiaries | $23,557,233 | $21,415,901 |
| Other current liabilities | 333,726 | 289,047 |
| Total current liabilities | $23,890,959 | $21,704,948 |
| Non-current payables due to non-issuers and non-guarantor subsidiaries | $285,630 | $598,730 |
| Other non-current liabilities | 2,060,771 | 3,247,978 |
| Total non-current liabilities | $2,346,401 | $3,846,708 |
Credit Ratings
STERIS's Senior Public Notes have been assigned the following credit ratings:
| Standard & Poor's | Moody's | Fitch | |
| Credit Ratings (1) | BBB | Baa2 | BBB |
|---|
(1) Effective May 20, 2025
Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same. If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted.
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