UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 528, 2019

STERIS ~~plc~~Limited

(Exact Name of Registrant as Specified in Charter)

England and Wales

1-37614

98-1203539

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Rutherford House Stephensons Way, Chaddesden

~~Chaddesden~~Derby, ~~Derby~~England, DE21 6LY

~~England,~~United ~~DE21~~Kingdom ~~6LY~~

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +44 1332 387100

~~Not~~STERIS ~~Applicable~~plc

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 1Note.~~01.~~ ~~Entry into a Material Definitive Agreement.~~

~~Background~~On March 28, 2019, STERIS plc, a public limited company organized under the laws of England and Wales (“STERIS UK”), completed its previously announced redomiciliation pursuant to which STERIS plc, a public limited company organized under the laws of Ireland (“STERIS Ireland”), became the ultimate holding company of STERIS UK (the “Redomiciliation”). The Redomiciliation was completed pursuant to a court-approved scheme of arrangement under English law (the “Scheme”).

AsItem ~~previously disclosed,~~1.02. ~~STERIS~~Termination ~~plc, a public company organized under the laws~~ of ~~England and Wales (“STERIS” or the “Company”) intends to consummate~~ a ~~redomiciliation~~Material ~~pursuant~~Definitive to which STERIS plc, a public limited company organized under the laws of Ireland (“New Ultimate Parent”), will become the ultimate holding company of the Company and each of its existing subsidiaries, and STERIS Emerald IE Limited, a private company limited by shares incorporated under the laws of Ireland (“New Parent”), will become the direct parent of STERISAgreement.

InThe ~~conjunction~~information ~~with~~set ~~the~~forth ~~foregoing,~~in onItem ~~March~~ 5,.02 ~~2019, STERIS~~under ~~executed a First Amendment (~~the ~~“First~~heading ~~Amendment”) to the Credit Agreement dated March 23, 2018 (~~“~~Credit Agreement~~Plans”) ~~among~~of ~~STERIS,~~this asCurrent ~~Borrower~~Report ~~and~~on ~~Guarantor,~~Form ~~STERIS~~8-K ~~Corporation (“Old STERIS”), as Borrower~~is ~~and~~incorporated ~~Guarantor,~~by ~~their~~reference ~~other~~into ~~affiliates~~this ~~that~~Item ~~are Guarantors under the Credit Agreement, JPMorgan Chase Bank, N~~1.A02., as Administrative Agent for the lenders thereunder, and such lenders. Also on March 5, 2019, Old STERIS and the private placement noteholders party to each of the two Note Purchase Agreements dated March 31, 2015 and the Note Purchase Agreement dated May 15, 2015 executed amendments to such Note Purchase Agreements and STERIS and the private placement noteholders party to the Note Purchase Agreement dated January 23, 2017 executed an amendment to such Note Purchase Agreement (the foregoing Note Purchase Agreements, as the same may have been previously amended, are referred to collectively herein as the “Note Purchase Agreements” and the March 5, 2019 amendments to the Note Purchase Agreements are referred to collectively herein as the “Note Purchase Agreement Amendments”).

~~First~~Item ~~Amendment~~2.01. Completion of Acquisition or Disposition of Assets.

~~The First~~On ~~Amendment~~March 28, ~~provides~~2019, ~~that~~pursuant onto the ~~closing~~Scheme, ~~date~~dated as of ~~the~~January 31, ~~First Amendment~~2019, ~~immediately~~STERIS ~~prior~~Ireland tobecame the ~~consummation~~owner of the ~~Restructuring~~entire ~~(as~~issued ~~hereinafter~~ordinary ~~defined)~~share capital of STERIS UK. Under the Scheme, each ordinary share, par value £0.10 per share, of STERIS UK (the ~~lenders~~“STERIS ~~party~~UK Shares”) was cancelled (we refer to the ~~Credit~~cancelled ~~Agreement~~STERIS ~~consent~~UK toShares (ias “Scheme Shares”) ~~the~~ ~~restructuring~~and such number of ~~STERIS,~~new STERIS UK Shares (which ~~restructuring~~we ~~includes~~refer ~~the~~to ~~shareholders~~as of“New STERIS ~~exchanging~~UK ~~their~~Shares”) ~~shares~~as was equal to the number of ~~capital~~Scheme ~~stock~~Shares inso cancelled was issued to STERIS ~~for~~Ireland. ~~shares~~The incancellation of the ~~New~~Scheme ~~Ultimate~~Shares ~~Parent~~ and ~~various~~the ~~other~~subsequent ~~specified~~issue ~~transactions,~~of ~~including~~the ~~transactions~~New ~~pursuant~~STERIS UK Shares to ~~which~~STERIS Ireland resulted in STERIS ~~becomes~~Ireland ~~a direct~~becoming ~~subsidiary~~the owner of the ~~New~~entire ~~Parent~~issued ~~(collectively~~ordinary share capital of STERIS UK. Pursuant to the ~~“Restructuring”)~~Scheme, ~~and~~the shareholders of Scheme Shares will receive one ordinary share, par value $75 per share, of STERIS Ireland (iithe “STERIS Ireland Shares”) ~~agree~~ ~~that~~for ~~the~~each ~~Restructuring~~Scheme ~~shall~~Share bethey ~~permitted~~held. ~~under~~Following the ~~Credit~~redemption ~~Agreement~~of ~~and~~STERIS ~~shall~~UK’s ~~not~~redeemable ~~constitute~~preference anshares ~~“Event~~on March 28, 2019, STERIS UK became a wholly owned subsidiary of ~~Default”~~STERIS ~~thereunder~~Ireland.

The ~~First~~issuance ~~Amendment~~of ~~also~~the ~~provides~~STERIS ~~that~~Ireland ~~effective~~Shares aspursuant ofto the ~~closing~~Scheme ~~date,~~was ~~concurrently~~registered ~~with~~under the ~~consummation~~Securities Act of 1933 (the ~~Restructuring~~“Securities Act”), pursuant ~~the~~to ~~Credit Agreement~~STERIS isIreland’s ~~amended~~registration ~~and~~statement ~~restated~~on inForm anS-4 ~~attached~~(Registration ~~form,~~No. 333-228188) (the ~~New~~“Initial ~~Ultimate~~Registration ~~Parent~~Statement”) and ~~Synergy~~STERIS Ireland’s ~~Health~~registration ~~Limited~~statement ~~are~~on ~~designated~~Form asS-4 ~~Borrowers,~~(Registration ~~and~~No. 333-230526) filed pursuant to Rule 462(b) under the ~~amended~~Securities ~~and~~Act ~~restated~~(the ~~Credit~~“462(b) Registration ~~Agreement~~Statement” and, ~~New~~together ~~Ultimate~~with ~~Parent~~the ~~and~~Initial ~~New~~Registration ~~Parent~~Statement, ~~will~~the ~~become~~“Registration ~~Guarantors~~Statement”) ~~under~~ filed with the ~~amended~~U.S. Securities and ~~restated~~Exchange ~~Credit~~Commission ~~Agreement~~(the “Commission”). The ~~amended~~Initial ~~and~~Registration ~~restated~~Statement became ~~Credit~~effective ~~Agreement~~on ~~also~~January 31, ~~provides~~2019 ~~that~~and the ~~New~~462(b) ~~Ultimate~~Registration ~~Parent~~Statement ~~will~~became beeffective ~~the~~on ~~“Reporting~~March 27, ~~Entity”~~2019. ~~thereunder~~The ~~and~~definitive ~~that~~proxy ~~reporting~~statement/prospectus, ~~requirements~~dated ~~and~~January 31, ~~covenant~~2019, ~~compliance~~of ~~will~~STERIS beUK ~~the responsibility~~and ofSTERIS ~~the~~Ireland ~~Reporting~~that ~~Entity~~forms orpart ~~measured~~of atthat Registration Statement (the ~~Reporting~~“Proxy ~~Entity~~Statement/Prospectus”) ~~level.~~contains ~~The~~additional ~~amended~~information ~~and~~about ~~restated~~the ~~Credit~~Redomiciliation ~~Agreement~~and ~~does~~Scheme, ~~not~~including ~~effect~~a ~~any~~description ~~material~~of ~~changes in~~ the ~~terms~~treatment of ~~the~~STERIS ~~Credit~~UK ~~Agreement~~equity ~~regarding~~awards ~~borrowings~~and orinformation concerning the ~~issuance~~interests of directors, ~~letters~~executive officers and affiliates of ~~credit~~ STERIS UK.

~~Note~~Pursuant ~~Purchase~~to ~~Agreement~~Rule ~~Amendments~~12g-3(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), STERIS Ireland is the successor issuer to STERIS UK, the STERIS Ireland Shares are deemed to be registered under Section 12(b) of the Exchange Act, and STERIS Ireland is subject to the information requirements of the Exchange Act and the rules and regulations promulgated thereunder. The STERIS Ireland Shares have been approved for listing on the New York Stock Exchange (“NYSE”) and trade under the symbol “STE.”

The ~~Note~~foregoing ~~Purchase~~description ~~Agreement~~of ~~Amendments~~the ~~provide~~Redomiciliation ~~that~~and on the ~~closing~~Scheme ~~date,~~does ~~immediately~~not ~~prior~~purport to ~~consummation~~be ofcomplete ~~the Restructuring, the noteholders consent to the Restructuring,~~ and ~~agree that (i) the Restructuring~~ is ~~permissible~~qualified ~~under~~in ~~the~~its ~~terms~~entirety ofby ~~their~~reference ~~respective~~to ~~Note Purchase Agreements, (ii)~~ the ~~Restructuring is not a “Change of Control” or action~~ ~~consummating~~section aentitled “~~Change~~Explanatory ~~of Control~~Statement” ~~under~~contained ~~their~~in respective Note Purchase Agreements, and (iii) STERIS and Old STERIS are not required to make any offer to redeem their notes or take related actions under their respective Note Purchase Agreements. In addition, the ~~Note~~Proxy ~~Purchase Agreement Amendments require the New Ultimate Parent and New Parent to become Guarantors under all Note Purchase Agreements~~Statement/Prospectus, ~~concurrently~~which ~~with~~is ~~the~~incorporated ~~consummation~~herein ofby ~~the Restructuring~~reference.

The disclosures ~~Note~~under ~~Purchase Agreement Amendments also provide that on~~ the ~~closing~~Introductory ~~date, substantially concurrently with the consummation of the Restructuring, the~~ Note ~~Purchase Agreements will be amended~~ and ~~restated~~Item ~~in the form attached to such Amendments~~3.01 Additionally, the amended and restated Note Purchase Agreements provide that the New Ultimate Parent will be the “Reporting Entity” and that reporting requirements and covenant compliance will be the responsibility of ~~the~~this ~~Reporting~~Current ~~Entity~~Report oron ~~measured~~Form at8-K ~~the~~are ~~Reporting~~incorporated ~~Entity~~by ~~level.~~reference ~~Also,~~into ~~under~~this ~~the~~Item ~~amended and restated Note Purchase Agreements certain baskets have been increased to more closely align with those contained in the Credit Agreement~~2.01.

~~Effectiveness~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~Prior ~~effectiveness~~to the consummation of the ~~amendments~~Scheme, ~~contemplated~~the bySTERIS UK Shares were registered pursuant to Section 12(b) of the ~~First~~Exchange ~~Amendment~~Act and listed ~~Note~~on ~~Purchase~~the ~~Agreement~~NYSE ~~Amendments~~under isthe ~~generally~~symbol ~~conditioned~~“STE.” ~~upon~~ As a result of the consummation of the ~~Restructuring~~Scheme, aseach ~~well~~Scheme Share was cancelled and such number of New STERIS UK Shares as ~~certain~~was ~~other~~equal ~~customary~~to ~~closing~~the ~~conditions~~number of Scheme Shares so cancelled was issued to STERIS Ireland. The NYSE is expected to file a Form 25 to withdraw the STERIS UK Shares from listing and terminate the registration of the STERIS UK Shares under Section 12(b) of the Exchange Act. Prior to the open of trading on the NYSE on March 28, 2019, trading in the STERIS UK Shares was suspended by the NYSE, and at the open of trading STERIS Ireland Shares commenced trading. STERIS UK currently intends to file a Form 15 with the SEC to terminate the registration of the STERIS UK Shares under the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act as soon as practicable.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.02.

Unregistered Sale of Equity Securities

Pursuant to the Scheme, STERIS UK issued approximately 84,513,819 New STERIS UK Shares to STERIS Ireland. The New STERIS UK Shares were issued in reliance upon an exemption from registration under U.S. federal securities laws provided by Section 4(a)(2) of the Securities Act, or another available exemption or exception from registration under the Securities Act.

Item 3.03.

Material Modification to the Rights of Security Holders.

Pursuant to the Scheme, each Scheme Share was cancelled and the shareholders of Scheme Shares received one STERIS Ireland Share for each Scheme Share they held. The rights of holders of STERIS Ireland Shares are governed by the memorandum and articles of association of STERIS Ireland (the “STERIS Ireland Articles”). The STERIS Ireland Articles are filed as Exhibit 3.1 to that Current Report on Form 8-K of STERIS Ireland filed on March 28, 2019 and the description of STERIS Ireland Shares in the sections entitled “Description of STERIS Ireland Shares” and “Comparison of the Rights of STERIS Shareholders and STERIS Ireland Shareholders” contained in the Proxy Statement/Prospectus are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

With effect from the consummation of the Scheme, on March 28, 2019 each of the directors of STERIS UK immediately prior to the completion of the Scheme voluntarily resigned from the board of directors of STERIS UK.

With effect from the consummation of the Scheme, on March 28, 2019 Michael J. Tokich and J. Adam Zangerle became the sole directors of STERIS UK.

Plans

In connection with the Redomiciliation, the STERIS UK 2006 Long-Term Equity Incentive Plan (the “Equity Plan”) and the STERIS UK Management Incentive Compensation Plan (the “MICP” and, together with the Equity Plan, the “Plans”) were amended and restated in their entirety and assumed by STERIS Ireland. The amendments made in connection with the Redomiciliation were mainly clarifying provisions relating to STERIS Ireland’s assumption of the Plans.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon the completion of the Scheme, STERIS UK, through a series of amendments, adopted new articles of association to reflect STERIS UK’s status as a wholly-owned indirect subsidiary of STERIS Ireland and the change of its name to STERIS Limited. A copy of the new articles of association of STERIS UK is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
ExhibitNo.		Description
10.1		First Amendment dated as of March 5, 2019 to the Credit Agreement, dated as of March 23, 2018, by and among STERIS Corporation and STERIS plc, as borrowers and guarantors, various U.S. and U.K. subsidiaries of STERIS plc, as guarantors, various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.
3.1*		Articles of Association
10.2		Second Amendment dated as of March 5, 2019 to the Amended and Restated Note Purchase Agreement dated as of March 31, 2015, as amended by that certain First Amendment dated as of January 23, 2017, by and among STERIS Corporation and each of the purchasers listed in Schedule A thereto.
10.3		Second Amendment dated as of March 5, 2019 to the Amended and Restated Note Purchase Agreement dated as of March 31, 2015, as amended by that certain First Amendment dated as of January 23, 2017, by and among STERIS Corporation and each of the purchasers listed in Schedule A thereto.
10.4		Second Amendment dated as of March 5, 2019 to the Note Purchase Agreement dated as of May 15, 2015, as amended by that certain First Amendment dated as of January 23, 2017, by and among STERIS Corporation and each of the purchasers listed in Schedule A thereto.
10.5		First Amendment dated as of March 5, 2019 to the Note Purchase Agreement dated as of January 23, 2017, by and among STERIS plc and each of the purchasers listed in Schedule A thereto.

~~SIGNATURES~~* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STERIS plc By: /s/ J. Adam Zangerle J. Adam Zangerle Senior Vice President, General Counsel and Secretary

Date: March 8, 2019

STERIS Limited

Dated: March 28, 2019

/s/ J. Adam Zangerle

J. Adam Zangerle

Senior Vice President, General Counsel and Secretary

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