Item 1.01. Entry into a Material Definitive Agreement.
On March 26, 2021, Sotera Health Company (the "Company"), Sotera Health
Holdings, LLC ("SHH"), the Extending Revolving Lenders party thereto, the
Consenting Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as First
Lien Administrative Agent (in such capacity, the "Administrative Agent"), and
the other Loan Parties party thereto entered into the Revolving Facilities
Amendment (the "Revolving Facilities Amendment") to the First Lien Credit
Agreement dated as of December 13, 2019, as amended, by and among the Company,
SHH, the Lenders party thereto, and the Administrative Agent (the "Credit
Agreement").
The Revolving Facilities Amendment amended the Credit Agreement, as of March 26,
2021, to (i) decrease the Applicable Rate (as defined in the Credit Agreement)
applicable to any Revolving Loans (as defined in the Credit Agreement) (x) in
the case of ABR Loans (as defined in the Credit Agreement), from a rate per
annum that ranged from ABR (as defined in the Credit Agreement) plus 2.50% to
ABR plus 3.00% depending on SHH's Senior Secured First Lien Net Leverage Ratio
(as defined in the Credit Agreement) as of the end of the most recently ended
fiscal quarter, to ABR plus 1.75% and (y) in the case of Eurodollar Loans (as
defined in the Credit Agreement), from a rate per annum which ranged from the
Adjusted LIBO Rate (as defined in the Credit Agreement) plus 3.50% to the
Adjusted LIBO Rate plus 4.00% depending on SHH's Senior Secured First Lien Net
Leverage Ratio as of the end of the most recently ended fiscal quarter, to the
Adjusted LIBO Rate plus 2.75% and (ii) extend the maturity date of the Revolving
Facility (as defined in the Credit Agreement) from December 13, 2024 to June 13,
2026. The other material terms of the Credit Agreement are unchanged. The
Revolving Facilities Amendment does not change the aggregate amount of the
Revolving Commitments (as defined in the Credit Agreement), which is
$347,500,000. There were no Revolving Loans outstanding under the Credit
Agreement at December 31, 2020 and there are no Revolving Loans outstanding
under the Credit Agreement at March 31, 2021.
The foregoing description of certain provisions of the Revolving Facilities
Amendment and the underlying Credit Agreement do not purport to be complete and
is qualified in its entirety by the full text of the Credit Agreement and the
Revolving Facilities Amendment. The Revolving Facilities Amendment will be filed
as an exhibit to the Company's next Quarterly Report on Form 10-Q.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K above
is incorporated in this Item 2.03 by reference.
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