On November 9, 2026, STERIS Irish FinCo Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”) and a wholly-owned subsidiary of STERIS plc, a public limited company incorporated under the laws of Ireland (the “Company” and, together with its consolidated subsidiaries, “STERIS”), priced an offering (the “Offering”) of $1.5 billion in aggregate principal amount of senior notes, consisting of $750 million aggregate principal amount of senior notes due 2033 (the “2033 Notes”) and $750 million aggregate principal amount of senior notes due 2036 (the “2036 Notes” and together with the 2033 Notes, the “Notes”). The 2033 Notes will bear interest at a rate of 5.650% per annum and the 2036 Notes will bear interest at a rate of 5.875% per annum. Interest on the Notes will be paid on June 15 and December 15 of each year, commencing June 15, 2027. The Notes will be guaranteed on a senior unsecured basis by each of the Company, STERIS Corporation, an Ohio corporation and a wholly-owned subsidiary of the Company, and STERIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly-owned subsidiary of the Company (collectively, the “Guarantors”). Each series of the Notes will be issued pursuant to the indenture, dated as of April 1, 2021 (the “Base Indenture”), among the Issuer, the Guarantors, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as amended by a Second Supplemental Indenture expected to be dated as of the issue date of the Notes. The Offering is expected to close on or about November 24, 2026, subject to customary closing conditions.
In connection with the Offering, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), pursuant to which the Issuer agreed to issue and sell the Notes to the Underwriters. For the complete terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
The Company intends to use the net proceeds from the Offering, together with borrowings under the delayed draw term loan agreement, dated November 4, 2026, among the Issuer and the Guarantors, the lenders party thereto and J.P. Morgan SE, as administrative agent, and cash on hand, to fund the purchase price of the pending acquisition of Xodus Medical, Inc. and certain related entities (the “Acquisition”), transaction expenses, general corporate expenses and working capital needs.
The Offering has been registered under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement on Form S-3 (Registration No. 333-299875), which initially became effective on November 6, 2026. On November 6, 2026, STERIS filed with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b) under the Act, a preliminary Prospectus Supplement pertaining to the Offering, dated November 6, 2026. On November 12, 2026, STERIS filed with the Commission, pursuant to Rule 424(b) under the Act, a final Prospectus Supplement pertaining to the Offering, dated November 9, 2026.
In connection with the Offering, this Current Report on Form 8-K and exhibits thereto are incorporated by reference into the Registration Statement.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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| Exhibit Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of November 9, 2026, by and among STERIS Irish FinCo Unlimited Company, STERIS plc, STERIS Corporation and STERIS Limited, and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
