Statistiche di base
| LEI | 549300OVT7MBXFLOFU20 |
| CIK | 1822479 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sotera Health Company
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| September 5, 2025 |
SOTERA HEALTH COMPANY 20,000,000 Shares of Common Stock Underwriting Agreement EX-1.1 Exhibit 1.1 SOTERA HEALTH COMPANY 20,000,000 Shares of Common Stock Underwriting Agreement September 3, 2025 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Sotera Health Company, a Delaware corporation (the “Company”), propose to sell to the several underwriters liste |
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| September 5, 2025 |
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): September 3, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 4, 2025 |
20,000,000 Shares Sotera Health Company Common Stock 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-277418 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2024) 20,000,000 Shares Sotera Health Company Common Stock The selling stockholders of Sotera Health Company identified in this prospectus supplement are offering 20,000,000 shares of our common stock, par value $0.01 per share, (the “common stock”) pursuant |
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| September 4, 2025 |
Calculation of Filing Fee Tables S-3 Sotera Health Co Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common stock, par value $0. |
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| September 3, 2025 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2025 424B7 Table of Contents The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 8, 2025 |
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): August 8, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 8, 2025 |
Sotera Health Reports Strong Second-Quarter and First-Half 2025 Results Exhibit 99.1 Sotera Health Reports Strong Second-Quarter and First-Half 2025 Results •Q2 2025 net revenues increased 6.4% to $294 million, or 6.0% on a constant currency basis(1), compared to Q2 2024 •Q2 2025 net income of $8 million or $0.03 per diluted share, compared to net income of $9 million or $0.03 per diluted share in Q2 2024 •Q2 2025 Adjusted EBITDA(1) increased 9.8% to $151 million, or |
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| July 24, 2025 |
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): July 23, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SOTERA HEALTH COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39729 47-3531161 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9100 South Hills Blvd., Suite 300 Broadview Heights, Ohio 44147 (Address of p |
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| June 2, 2025 |
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Exhibit 1.01 Sotera Health Company Conflict Minerals Report for the Reporting Period from January 1, 2024 to December 31, 2024 Introduction This Conflict Minerals Report (“Report”) is filed by Sotera Health Company (“Sotera Health”) for the reporting period from January 1, 2024 to December 31, 2024 (the “Reporting Period”), as Exhibit 1.01 to Sotera Health’s Form SD. The filing is made pursuant to |
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| May 23, 2025 |
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): May 21, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| May 1, 2025 |
Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 30, 2025 (this “Amendment”), is made and entered into by and among Sotera Health Company (f/k/a Sotera Health Topco, Inc.), a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the entities listed under the caption “2025 Refina |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 1, 2025 |
Exhibit 10.2 February 26, 2025 Mr. Jonathan Lyons Dear Jon, Congratulations on the opportunity to join Sotera Health Company (the “Company”) as its Senior Vice President and Chief Financial Officer. This letter will recap the key elements of our offer. This letter amends and restates the prior offer letter you received from Sotera Health Company dated May 31, 2023, as last amended and restated as |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 1, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 1, 2025 |
Sotera Health Reports First-Quarter 2025 Results Exhibit 99.1 Sotera Health Reports First-Quarter 2025 Results •Q1 2025 net revenues increased 2.6% to $255 million, compared to Q1 2024, or 4.4% on a constant currency basis •Q1 2025 net loss of $13 million or $0.05 per diluted share, compared to net income of $6 million or $0.02 per diluted share in Q1 2024 •Q1 2025 Adjusted EBITDA(1) increased 8.8% to $122 million, compared to Q1 2024, or 11.2% |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| April 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 4, 2025 |
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): April 3, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39729 SOTERA HEALTH COMPANY (Exact na |
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| February 27, 2025 |
Sotera Health Reports Fourth-Quarter and Full-Year 2024 Results; Provides 2025 Outlook Exhibit 99.1 Sotera Health Reports Fourth-Quarter and Full-Year 2024 Results; Provides 2025 Outlook •2024 net revenues increased 4.9% to $1.10 billion, compared to 2023; or 5.4% on a constant currency basis •2024 net income of $44 million or $0.16 per diluted share, compared to 2023 •2024 Adjusted EBITDA(1) increased 3.9% to $549 million, compared to 2023; or 4.6% on a constant currency basis •202 |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 27, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 27, 2025 |
Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of February 27, 2025. Name of Subsidiary Jurisdiction of Incorporation Companh |
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| February 27, 2025 |
Exhibit 19.1 SOTERA HEALTH COMPANY INSIDER TRADING POLICY Dated as of December 11, 2024 Federal, state and non-U.S. securities laws prohibit trading in the equity or debt securities of a company while in possession of material non-public information about the company. In order to take an active role in promoting compliance with such laws, and preventing insider trading violations by its officers, |
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| January 14, 2025 |
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): January 14, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 14, 2025 |
Sotera Health Chairman and CEO Presents at 43rd Annual J.P. Morgan Healthcare Conference Exhibit 99.1 Sotera Health Chairman and CEO Presents at 43rd Annual J.P. Morgan Healthcare Conference CLEVELAND, OH, January 14, 2025 - Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, is presenting today at the 43rd Annual J.P. |
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| January 6, 2025 |
Sotera Health Company Appoints Vincent K. Petrella as Lead Independent Director Exhibit 99.1 Sotera Health Company Appoints Vincent K. Petrella as Lead Independent Director CLEVELAND, OH, January 6, 2025 - Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, is pleased to announce today the appointment of Vincent K. Petrella as Lead Independent D |
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| January 6, 2025 |
Financial Statements and Exhibits, Other Events 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): January 2, 2025 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 20, 2024 |
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): November 20, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 20, 2024 |
Sotera Health to Share Next Chapter of Growth at 2024 Investor Day Exhibit 99.1 Sotera Health to Share Next Chapter of Growth at 2024 Investor Day CLEVELAND, OH, November 20, 2024 - Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, will hold an Investor Day in New York City where Sotera Health’s management team will discuss the Co |
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| November 14, 2024 |
SHC / Sotera Health Company / GTCR INVESTMENT XI LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 gtcr-sc13ga111424.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Sotera Health Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 83601L 102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 14, 2024 |
SHC / Sotera Health Company / WARBURG PINCUS & CO. - AMENDMENT TO FORM SC13G Passive Investment SC 13G/A 1 wp-sc13ga093024.htm AMENDMENT TO FORM SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sotera Health Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 83601L 102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 5, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 5, 2024 |
Sotera Health Reports Third-Quarter and Year-to-Date 2024 Results Exhibit 99.1 Sotera Health Reports Third-Quarter and Year-to-Date 2024 Results •Q3 2024 net revenues of $285 million increased 8.5%, compared to Q3 2023 •Q3 2024 net income of $17 million or $0.06 per diluted share, compared to net loss of $14 million or $0.05 per diluted share in Q3 2023 •Q3 2024 Adjusted EBITDA(1) of $146 million increased 9.0%, compared to Q3 2023 •Q3 2024 Adjusted EPS(1) of $0 |
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| November 5, 2024 |
ated Bylaws of Sotera Health Company Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SOTERA HEALTH COMPANY (as of November 4, 2024) 1ARTICLE I OFFICES 1.1Registered Office. The registered office of Sotera Health Company (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation (as amended and/or restated from time to time, and including any certificates of designation then in effect, the “Certificate of Incorpor |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| September 13, 2024 |
SHC / Sotera Health Company / Darsana Capital Partners LP Passive Investment SC 13G 1 d1147382213g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sotera Health Company (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 83601L102 (CUSIP Number) September 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| September 6, 2024 |
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): September 4, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 6, 2024 |
Exhibit 1.1 SOTERA HEALTH COMPANY 25,000,000 Shares of Common Stock Underwriting Agreement September 4, 2024 Citigroup Global Markets Inc. 388 Greenwich Street, New York, New York 10013 Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Sotera Health Company, a Delaware corporation (the “Company”), propose to sell to the several underwriters liste |
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| September 5, 2024 |
25,000,000 Shares Sotera Health Company Common Stock Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-277418 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2024) 25,000,000 Shares Sotera Health Company Common Stock The selling stockholders of Sotera Health Company identified in this prospectus supplement are offering 25,000,000 shares of our common stock, par value $0.01 per share, (the “common stock”) pursuant to thi |
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| September 5, 2024 |
EXHIBIT 107.1 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Sotera Health Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registrati |
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| September 4, 2024 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2024 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-277418 The information in this preliminary prospectus suppliment and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell thes |
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| August 5, 2024 |
Exhibit 4.1 [***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential. INDENTURE Dated as of May 30, 2024 Among SOTERA HEALTH HOLDINGS, LLC, as Issuer of the Notes SOTERA HEALTH COMPANY as Holdings and the Guarantors party hereto and WILMINGTON TR |
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| August 5, 2024 |
Exhibit 10.1 [***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential. Execution Version AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of May 30,2024 (this “Amendment”), is made and entered into by and among Sotera Health Company (f/k/ |
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| August 5, 2024 |
arty thereto, and Wilmington Trust, National Association Exhibit 4.1 NOTES SECURITY AGREEMENT dated as of May 30, 2024, among SOTERA HEALTH COMPANY, as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Issuer, THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent 32643.024 TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01. Defined Terms............................................................................ |
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| August 5, 2024 |
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): August 5, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| August 5, 2024 |
Sotera Health Reports Second-Quarter and First-Half 2024 Results Exhibit 99.1 Sotera Health Reports Second-Quarter and First-Half 2024 Results •Q2 2024 net revenues of $277 million increased 8%, compared to Q2 2023 •Q2 2024 net income of $9 million or $0.03 per diluted share, compared to net income of $24 million or $0.08 per diluted share in Q2 2023 •Q2 2024 Adjusted EBITDA(1) of $137 million increased 7%, compared to Q2 2023 •Q2 2024 Adjusted EPS(1) of $0.19 |
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| August 1, 2024 |
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): July 31, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 31, 2024 |
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Exhibit 1.01 Sotera Health Company Conflict Minerals Report for the Reporting Period from January 1, 2023 to December 31, 2023 Introduction This Conflict Minerals Report (“Report”) is filed by Sotera Health Company (“Sotera Health”) for the reporting period from January 1, 2023 to December 31, 2023 (the “Reporting Period”) as Exhibit 1.01 to Sotera Health’s Form SD pursuant to the requirements of |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SOTERA HEALTH COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39729 47-3531161 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9100 South Hills Blvd., Suite 300 Broadview Heights, Ohio 44147 (Address of p |
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| May 30, 2024 |
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): May 30, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 30, 2024 |
Exhibit 99.1 Sotera Health Announces Closing of $1.5 Billion Term Loan B and $750 Million Senior Secured Note Financings CLEVELAND, OH, May 30, 2024 – Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that its dire |
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| May 24, 2024 |
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): May 23, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 24, 2024 |
Certificate of Amendment to the Amended and Restated C Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOTERA HEALTH COMPANY Sotera Health Company (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certific |
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| May 23, 2024 |
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): May 23, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 16, 2024 |
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): May 16, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| May 2, 2024 |
Sotera Health Reports First-Quarter 2024 Results Exhibit 99.1 Sotera Health Reports First-Quarter 2024 Results •Q1 2024 net revenues increased 12.5% to $248 million, compared to Q1 2023 •Q1 2024 net income of $6 million or $0.02 per diluted share, compared to net income of $3 million or $0.01 per diluted share in Q1 2023 •Q1 2024 Adjusted EBITDA(1) increased 13.7% to $112 million, compared to Q1 2023 •Q1 2024 Adjusted EPS(1) of $0.13 compared to |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 2, 2024 |
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): May 2, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 2, 2024 |
Sotera Health Reports First-Quarter 2024 Results Exhibit 99.1 Sotera Health Reports First-Quarter 2024 Results •Q1 2024 net revenues increased 12.5% to $248 million, compared to Q1 2023 •Q1 2024 net income of $6 million or $0.02 per diluted share, compared to net income of $3 million or $0.01 per diluted share in Q1 2023 •Q1 2024 Adjusted EBITDA(1) increased 13.7% to $112 million, compared to Q1 2023 •Q1 2024 Adjusted EPS(1) of $0.13 compared to |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 4, 2024 |
Entry into a Material Definitive Agreement 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 1, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 4, 2024 |
Exhibit 10.1 [***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential. Execution Version AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of March 1, 2024 (this “Amendment”), is made and entered into by and among Sotera Health Company (f/ |
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| March 4, 2024 |
CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. |
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| February 29, 2024 |
EXHIBIT 107.1 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Sotera Health Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registrati |
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| February 29, 2024 |
25,000,000 Shares Sotera Health Company Common Stock Table of Contents Filed Pursuant to 424(b)(7) Registration No. 333-277418 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2024) 25,000,000 Shares Sotera Health Company Common Stock The selling stockholders of Sotera Health Company identified in this prospectus supplement are offering 25,000,000 shares of our common stock, par value $0.01 per share, (the “common stock”) pursuant to this pro |
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| February 27, 2024 |
Sotera Health Company Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97.1 SOTERA HEALTH COMPANY POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Executive Officers shall be required to sign and return to the Company the Acknowle |
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| February 27, 2024 |
Exhibit 10.7 February 26, 2024 Mr. Jonathan Lyons Dear Jon, Congratulations on the opportunity to join Sotera Health Company (the “Company”) as its Senior Vice President and Chief Financial Officer. This letter will recap the key elements of our offer. This letter amends and restates the prior offer letter you received from Sotera Health Company dated May 31, 2023. •Start Date: Your employment wil |
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| February 27, 2024 |
Power of Attorney (included on signature page) Table of Contents As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2024 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-277418 The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell thes |
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| February 27, 2024 |
Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of February 27, 2024. Name of Subsidiary Jurisdiction of Incorporation Companh |
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| February 27, 2024 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Sotera Health Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee |
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| February 27, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 27, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39729 SOTERA HEALTH COMPANY (Exact na |
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| February 27, 2024 |
Sotera Health Reports Fourth-Quarter and Full-Year 2023 Results; Provides 2024 Outlook Exhibit 99.1 Sotera Health Reports Fourth-Quarter and Full-Year 2023 Results; Provides 2024 Outlook •2023 net revenues increased 4.5% to $1.05 billion, compared to 2022 •2023 net income of $51 million or $0.18 per diluted share •2023 Adjusted EBITDA(1) increased 4.3% to $528 million •2023 Adjusted EPS(1) decreased $0.15 to $0.81 per diluted share •Full-year 2024 outlook of 4.0% - 6.0% growth for N |
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| January 9, 2024 |
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): January 9, 2024 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 9, 2024 |
Sotera Health Chairman and CEO Presents at 42nd Annual J.P. Morgan Healthcare Conference Exhibit 99.1 Sotera Health Chairman and CEO Presents at 42nd Annual J.P. Morgan Healthcare Conference CLEVELAND, OH, January 9, 2024 - Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, is presenting today at the 42nd Annual J.P. M |
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| December 21, 2023 |
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): December 21, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 13, 2023 |
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): November 13, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 1, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 1, 2023 |
Sotera Health Reports Third-Quarter and Year-to-Date 2023 Results Exhibit 99.1 Sotera Health Reports Third-Quarter and Year-to-Date 2023 Results •Q3 2023 net revenues of $263 million increased 6%, compared to Q3 2022 •Q3 2023 net loss of $14 million or $0.05 per diluted share, compared to net income of $25 million or $0.09 per diluted share in Q3 2022 •Q3 2023 Adjusted EBITDA of $134 million increased 7%, compared to Q3 2022 •Q3 2023 Adjusted EPS of $0.21 decrea |
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| October 16, 2023 |
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): October 16, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 3, 2023 |
Sotera Health Reports Second-Quarter and First-Half 2023 Results Exhibit 99.1 Sotera Health Reports Second-Quarter and First-Half 2023 Results •Q2 2023 net revenues of $255 million decreased 4%, compared to Q2 2022, primarily driven by expected Nordion Cobalt-60 harvest schedule timing •Q2 2023 net income of $24 million or $0.08 per diluted share, compared to net income of $30 million or $0.11 per diluted share in Q2 2022 •Q2 2023 Adjusted EBITDA of $128 millio |
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| August 3, 2023 |
SOTERA HEALTH COMPANY RESTRICTIVE COVENANTS AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is made effective as of June 26, 2023, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Jonathan M. |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 3, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 3, 2023 |
Executed Employment Offer by Sotera Health Company and Jonathan M. Lyons dated as of May 31, 2023 May 31, 2023 Mr. Jonathan Lyons Dear Jon, Congratulations on the opportunity to join Sotera Health Company (the “Company”) as its Senior Vice President and Chief Financial Officer. This letter will recap the key elements of our offer. •Start Date: Your employment will commence on June 26, 2023. •Reporting: You will report to Michael Petras, Chief Executive Officer, Sotera Health Company. •Status & |
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| July 7, 2023 |
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): June 30, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 26, 2023 |
Sotera Health Announces Jon Lyons as New Senior Vice President and Chief Financial Officer Sotera Health Announces Jon Lyons as New Senior Vice President and Chief Financial Officer CLEVELAND, OH, June 26, 2023 - Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, announced that Jon Lyons has joined the Company, effective today, as Senior Vice President and Chief Financial Officer (“CFO”). |
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| June 26, 2023 |
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): June 26, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 22, 2023 |
Exhibit 99.1 Sotera Health Finalizes Settlement of Ethylene Oxide Litigation in Illinois 99.7% of eligible claimants agree to participate in settlement CLEVELAND, June 22, 2023 – Sotera Health Company (“The Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that |
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| June 22, 2023 |
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): June 22, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 22, 2023 |
Exhibit 10.1 AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of June 22, 2023 (this “Amendment”), is made and entered into by and among Sotera Health Company (f/k/a Sotera Health Topco, Inc.), a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) and JPMorgan Chase Bank, N.A., as First Lien Administrative Agent (solely in such ca |
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| June 1, 2023 |
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): June 1, 2023 (May 25, 2023) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SOTERA HEALTH COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39729 47-3531161 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9100 South Hills Blvd., Suite 300 Broadview Heights, Ohio 44147 (Address of p |
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| May 31, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form Sotera Health Company Conflict Minerals Report for the Reporting Period from January 1, 2022 to December 31, 2022 Introduction This Conflict Minerals Report (“Report”) is filed by Sotera Health Company (“Sotera Health”) for the reporting period from January 1, 2022 to December 31, 2022 (the “Reporting Period”) as Exhibit 1. |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 3, 2023 |
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): May 3, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 3, 2023 |
Exhibit 10.2 [Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential.] SETTLEMENT AGREEMENT between and among Plaintiffs’ Counsel (as defined herein) and Sotera Health (as defined herein) and Sterigenics US (as |
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| May 3, 2023 |
Sotera Health Reports First-Quarter 2023 Results Exhibit 99.1 Sotera Health Reports First-Quarter 2023 Results •Q1 2023 net revenues of $221 million decreased 7%, compared to Q1 2022, primarily driven by Nordion Cobalt-60 harvest schedule timing, as expected •Q1 2023 net income of $3 million or $0.01 per diluted share, compared to net income of $31 million or $0.11 per diluted share in Q1 2022 •Q1 2023 Adjusted EBITDA of $98 million decreased 15 |
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| May 3, 2023 |
Exhibit 10.3 [Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential.] WILLOWBROOK GROUP SETTLEMENT AGREEMENT between and among Plaintiffs’ Executive Committee (as defined herein) and Sotera Health (as defined |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 13, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| March 29, 2023 |
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 28, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 22, 2023 |
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 21, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 22, 2023 |
EX-10.1 Exhibit 10.1 Execution Version INCREMENTAL FACILITY AMENDMENT No. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of March 21, 2023 (this “Amendment”), is made and entered into by and among Sotera Health Company (f/k/a Sotera Health Topco, Inc.), a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the entities listed u |
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| March 22, 2023 |
Sotera Health Amends and Upsizes Revolving Credit Facility EX-99.1 Exhibit 99.1 Sotera Health Amends and Upsizes Revolving Credit Facility CLEVELAND, OH, March 21, 2023 – Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that it has successfully closed on an amendment (the |
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| February 28, 2023 |
Executed Employment Offer by Sotera Health Company and Michael F. Biehl dated as of July 18, 2022 Exhibit 10.5 July 18, 2022 Mr. Michael Biehl [email protected] Dear Michael, This letter confirms the terms of your assignment as Interim Chief Financial Officer (“CFO”) of Sotera Health Company (the “Company”), following the commencement of your employment with the Company effective July 11, 2022. •Duration: This assignment is expected to be effective on July 20, 2022 and to continue until thi |
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| February 28, 2023 |
Executed Employment Offer by Sotera Health Company and Alex Dimitrief dated as of October 28, 2022 Exhibit 10.7 October 28, 2022 Mr. Alex Dimitrief Dear Alex, Congratulations on the opportunity to join Sotera Health Company (the “Company”) as its Senior Vice President and General Counsel. This letter will recap the key elements of our offer. •Start Date: Your employment will commence on November 1, 2022. •Reporting: You will report to Michael Petras, Chief Executive Officer, Sotera Health Compa |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39729 SOTERA HEALTH COMPANY (Exact na |
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| February 28, 2023 |
Exhibit 10.39 Executed Version FIRST LIEN GUARANTEE AGREEMENT dated as of February 23, 2023, among SOTERA HEALTH COMPANY (f/k/a SOTERA HEALTH TOPCO, INC.), as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. First Lien Credit Agreement 1 SECT |
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| February 28, 2023 |
Exhibit 10.9 Cash Retention Bonus Agreement This Cash Retention Bonus Agreement (the “Agreement”) is entered into as of November 7, 2022 (the “Grant Date”) by and between Michael Rutz (“Employee”) and Sotera Health Company (the “Company”). 1.Retention Bonus. In consideration for the Employee’s continued active employment with the Company, the Employee shall receive a cash bonus from the Company eq |
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| February 28, 2023 |
Exhibit 10.45 Executed Version TRADEMARK SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Sotera Health Holdings, LLC (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity and together with its successors and assigns, the “First Lien Collateral Agent”). Reference is made to (a) the First Lien Credit Agreement dated as of February 23, 2023 ( |
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| February 28, 2023 |
Exhibit 10.6 SOTERA HEALTH COMPANY RESTRICTIVE COVENANTS AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is made effective as of July 20, 2022, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Michael Biehl (the “Executive” and together with the Company, the “Parties”). RECITALS WHEREAS, pursuant to that certain Offer Letter by and between the Comp |
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| February 28, 2023 |
Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of February 28, 2023. Name of Subsidiary Jurisdiction of Incorporation Companh |
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| February 28, 2023 |
Sotera Health Reports Fourth-Quarter and Full-Year 2022 Results; Provides 2023 Outlook Exhibit 99.1 Sotera Health Reports Fourth-Quarter and Full-Year 2022 Results; Provides 2023 Outlook •Q4 2022 net revenues increased 4% to $252 million, compared to Q4 2021 •Q4 2022 net loss of $320 million or $1.14 per diluted share, which includes a $408 million legal reserve recorded in Q4 2022, compared to net income of $36 million or $0.13 per diluted share in Q4 2021 •Q4 2022 Adjusted EBITDA |
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| February 28, 2023 |
Willowbrook Group Settlement Term Sheet Exhibit 10.46 [Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential.] Willowbrook: Group Settlement Term Sheet Pursuant to this binding short form Term Sheet (“Term Sheet”), the Parties agree to the following |
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| February 28, 2023 |
Exhibit 10.49 SOTERA HEALTH COMPANY 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Sotera Health Company, a Delaware corporation (the “Company”), pursuant to the Sotera Health Company 2020 Omnibus Incentive Plan and any applicable sub-plan for a particular country, as applicable (together, the “Plan”), has granted to the participant set forth below (the “Participant”), as of the da |
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| February 28, 2023 |
Exhibit 10.44 Executed Version TRADEMARK SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Regulatory Compliance Associates Inc. (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity and together with its successors and assigns, the “First Lien Collateral Agent”). Reference is made to (a) the First Lien Credit Agreement dated as of February |
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| February 28, 2023 |
Exhibit 10.41 EXECUTED VERSION FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of February 23, 2023 among SOTERA HEALTH HOLDINGS, LLC as the Company SOTERA HEALTH COMPANY (f/k/a SOTERA HEALTH TOPCO, INC.), as Holdings, the other GRANTORS party hereto, JPMORGAN CHASE BANK, N.A., as First Lien Credit Agreement Collateral Agent for the Credit Agreement Secured Parties, JPMORGAN CHASE BANK, N.A |
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| February 28, 2023 |
Exhibit 10.8 SOTERA HEALTH COMPANY RESTRICTIVE COVENANTS AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is made effective as of November 1, 2022, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Alex Dimitrief (the “Executive” and together with the Company, the “Parties”). RECITALS WHEREAS, pursuant to that certain Offer Letter by and between the |
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| February 28, 2023 |
EX-10.48 18 shc20221231exhibitx10x48.htm EX-10.48 Exhibit 10.48 SOTERA HEALTH COMPANY 2020 OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE Sotera Health Company, a Delaware corporation (the “Company”), pursuant to the Sotera Health Company 2020 Omnibus Incentive Plan and any applicable sub-plan for a particular country, as applicable (together, the “Plan”), has granted to the participant set fort |
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| February 28, 2023 |
Exhibit 10.38 Execution Version CREDIT AGREEMENT dated as of February 23, 2023 among SOTERA HEALTH COMPANY, as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Borrower, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as First Lien Administrative Agent and First Lien Collateral Agent JPMORGAN CHASE BANK, N.A., JEFFERIES FINANCE LLC, CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS BANK USA, BNP PARI |
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| February 28, 2023 |
EX-10.37 7 shc20221231exhibitx10x37.htm EX-10.37 Exhibit 10.37 Execution Version AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of March 24, 2022, (this “Amendment”), is made and entered into by JPMorgan Chase Bank, N.A. (“JPMorgan”), as First Lien Administrative Agent (solely in such capacity, the “Administrative Agent”). RECITALS: WHEREAS, reference is made to the First Lien Credit Agreement |
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| February 28, 2023 |
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): February 28, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 28, 2023 |
Exhibit 10.43 Executed Version TRADEMARK SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Nelson Laboratories Bozeman, LLC (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, and together with its successors and assigns, the “First Lien Collateral Agent”). Reference is made to (a) the First Lien Credit Agreement dated as of February 23, |
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| February 28, 2023 |
Willowbrook Trial Plaintiffs Settlement Term Sheet Exhibit 10.47 [Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential.] Willowbrook: Trial Plaintiffs Settlement Term Sheet Pursuant to this binding short form term sheet (“Trial Plaintiffs’ Term Sheet”), couns |
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| February 28, 2023 |
Exhibit 10.40 Executed Version FIRST LIEN COLLATERAL AGREEMENT dated as of February 23, 2023, among SOTERA HEALTH COMPANY (f/k/a SOTERA HEALTH TOPCO, INC.), as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Borrower, THE OTHER GRANTORS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Def |
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| February 28, 2023 |
EX-10.42 12 shc20221231exhibitx10x42.htm EX-10.42 Exhibit 10.42 Executed Version COPYRIGHT SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Nelson Laboratories, LLC (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity and together with its successors and assigns, the “First Lien Collateral Agent”). Reference is made to (a) the First Lien C |
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| February 23, 2023 |
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): February 23, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 23, 2023 |
Sotera Health Closes on $500 Million Term Loan B Financing EX-99.1 Exhibit 99.1 Sotera Health Closes on $500 Million Term Loan B Financing CLEVELAND, OH, February 23, 2023 – Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that it has successfully closed on a new senior s |
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| February 13, 2023 |
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): February 13, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 13, 2023 |
Exhibit 99.1 Sotera Health Confirms Preliminary 2022 Full-Year Guidance in Conjunction with Incremental Debt Financing Cleveland, Ohio February 13, 2023 – Sotera Health Company (“Sotera Health” or the “Company”) (NASDAQ: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today announced its intentio |
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| January 10, 2023 |
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): January 9, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 10, 2023 |
Sotera Health Announces Settlement of Ethylene Oxide Litigation in Illinois Settlement Explicitly Does Not Constitute Admission of Liability CLEVELAND, OH, January 9, 2023 - Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that its subsidiaries have reached agreements to settle the more than 870 ethylene oxide (“EO”) cases pending against Sterigenics in the Circuit Court of Cook County, Illinois, and US District Court for the Northern District of Illinois. |
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| January 9, 2023 |
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): January 9, 2023 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 9, 2023 |
Sotera Health Chairman and CEO Presents at 41st Annual J.P. Morgan Healthcare Conference EX-99.1 2 january92023-ex9913.htm EX-99.1 Sotera Health Chairman and CEO Presents at 41st Annual J.P. Morgan Healthcare Conference CLEVELAND, OH, January 9, 2023 - Sotera Health Company (“Sotera Health” or the “Company”) (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today is present |
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| November 9, 2022 |
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): November 9, 2022 (November 7, 2022) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporatio |
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| November 2, 2022 |
Separation Agreement made as of August 31, 2022 between Terry Hammons and Sotera Health Company Exhibit 10.32 Execution Version SEPARATION & RELEASE AGREEMENT This Separation Agreement (?Agreement?) is hereby made as of August 31, 2022 between Terry Hammons (?Executive?) and Sotera Health Company (the ?Company?). WHEREAS, in connection with Executive?s separation of employment with the Company, Executive and the Company desire to enter into this Agreement; WHEREAS, Executive acknowledges tha |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 2, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 2, 2022 |
Sotera Health Reports Third-Quarter and Year-to-Date 2022 Results Exhibit 99.1 Sotera Health Reports Third-Quarter and Year-to-Date 2022 Results ?Q3 2022 net revenues of $249 million increased 10%, compared to Q3 2021 ?Q3 2022 net income of $25 million or $0.09 per diluted share, compared to net income of $27 million or $0.10 per diluted share in Q3 2021 ?Q3 2022 Adjusted EBITDA of $125 million increased 7%, compared to Q3 2021 ?Q3 2022 Adjusted EPS of $0.23 imp |
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| October 13, 2022 |
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): October 13, 2022 (October 7, 2022) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation |
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| September 6, 2022 |
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): September 6, 2022 (August 31, 2022) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporatio |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 4, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 4, 2022 |
Sotera Health Reports Second-Quarter and First-Half 2022 Results Exhibit 99.1 Sotera Health Reports Second-Quarter and First-Half 2022 Results ?Q2 2022 net revenues of $267 million increased 6%, compared to Q2 2021 ?Q2 2022 net income of $30 million or $0.11 per diluted share, compared to net income of $43 million or $0.15 per diluted share in Q2 2021 ?Q2 2022 Adjusted EBITDA of $136 million increased 1%, compared to Q2 2021 ?Q2 2022 Adjusted EPS of $0.27 incre |
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| July 20, 2022 |
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): July 20, 2022 (July 20, 2022) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Co |
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| July 20, 2022 |
Exhibit 99.1 Sotera Health Announces Second-Quarter 2022 Earnings Release Date Names Michael F. Biehl as Interim Chief Financial Officer CLEVELAND, OH, July 20, 2022 (GLOBE NEWSWIRE) ? Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced its plans to r |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders 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): May 27, 2022 (May 26, 2022) Sotera Health Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) ( |
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| May 19, 2022 |
Sotera Health Announces Departure of Chief Financial Officer Scott Leffler Exhibit 99.1 Sotera Health Announces Departure of Chief Financial Officer Scott Leffler CLEVELAND, Ohio, May 19, 2022 ? Sotera Health Company (NASDAQ: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced the departure of Scott Leffler, Sotera Health?s Chief Financial Officer (CFO). |
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| May 19, 2022 |
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): May 19, 2022 (May 16, 2022) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 5, 2022 |
Sotera Health Reports First-Quarter 2022 Results Exhibit 99.1 Sotera Health Reports First-Quarter 2022 Results ?Q1 2022 net revenues of $237 million increased 12%, compared to Q1 2021 ?Q1 2022 net income of $31 million or $0.11 per diluted share, compared to net income of $11 million or $0.04 per diluted share in Q1 2021 ?Q1 2022 Adjusted EBITDA of $115 million increased 10%, compared to Q1 2021 ?Q1 2022 Adjusted EPS of $0.22 improved by $0.04 p |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| April 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 1, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 1, 2022 |
SOTERA HEALTH COMPANY RESTRICTIVE COVENANTS AGREEMENT This Restrictive Covenant Agreement (this ?Agreement?) is made effective as of November 1, 2021, by and between Sotera Health Company, a Delaware corporation (the ?Company?), and Terry Hammons (the ?Executive? and together with the Company, the ?Parties?). |
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| March 1, 2022 |
Sotera Health Reports Fourth-Quarter and Full-Year 2021 Results; Provides 2022 Outlook Exhibit 99.1 Sotera Health Reports Fourth-Quarter and Full-Year 2021 Results; Provides 2022 Outlook ?Q4 2021 net revenues increased 11% to $241 million, compared to Q4 2020 ?Q4 2021 net income of $36 million or $0.13 per diluted share, compared to a net loss of $44 million or $(0.17) per diluted share in Q4 2020 ?Q4 2021 Adjusted EBITDA increased 10% to $125 million, compared to Q4 2020 ?Q4 2021 A |
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| March 1, 2022 |
Exhibit 10.3 August 18, 2021 Dear Terry, Congratulations on the opportunity to join Sotera Health Company (the ?Company?) as its Senior Vice President and General Counsel. This letter will recap the key elements of our offer. ?Start Date: Your employment will commence in October 2021. Specific date to be mutually determined. ?Reporting: You will report to Michael Petras, Chief Executive Officer, S |
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| March 1, 2022 |
Exhibit 10.31 EXECUTION VERSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of December 23, 2021(this ?Amendment?), is made and entered into by and among Sotera Health Company, a Delaware corporation (?Holdings?), Sotera Health Holdings, LLC, a Delaware limited liability company (the ?Borrower?), and JPMorgan Chase Bank, N.A. (?JPMorgan?), as First Lien Administrative Agent (solely in such |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39729 SOTERA HEALTH COMPANY (Exact na |
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| March 1, 2022 |
Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of March 1, 2022. Name of Subsidiary Jurisdiction of Incorporation Auralux Ent |
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| February 14, 2022 |
SHC / Sotera Health Co / WARBURG PINCUS & CO. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Sotera Health Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 83601L 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Sotera Health Company and further agree to the filing of this agr |
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| February 11, 2022 |
SHC / Sotera Health Co / GTCR INVESTMENT XI LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Sotera Health Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 83601L 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule P |
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| February 11, 2022 |
EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common Stock, par value $0. |
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| January 11, 2022 |
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): January 11, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDED CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 11, 2022 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 11, 2022 |
Sotera Health Chairman and CEO Presents at 40th Annual J.P. Morgan Healthcare Virtual Conference Exhibit 99.1 Sotera Health Chairman and CEO Presents at 40th Annual J.P. Morgan Healthcare Virtual Conference CLEVELAND, OH, Jan. 11, 2022 ? Sotera Health Company (?Sotera Health? or the ?Company?) (NASDAQ: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today is providing an update on the Compan |
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| January 11, 2022 |
JP Morgan Healthcare Conference MICHAEL B. PETRAS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER January 11, 2022 2 Unless expressly indicated or the context requires otherwise, the terms ?Sotera Health,? ?Company,? ?we,? ?us,? and ?our? in this document refer to Sotera Health Company, a Delaware corporation, and, where appropriate, its subsidiaries on a consolidated basis. This presentation contains f |
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| January 11, 2022 |
JP Morgan Healthcare Conference MICHAEL B. PETRAS, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER January 11, 2022 2 Unless expressly indicated or the context requires otherwise, the terms ?Sotera Health,? ?Company,? ?we,? ?us,? and ?our? in this document refer to Sotera Health Company, a Delaware corporation, and, where appropriate, its subsidiaries on a consolidated basis. This presentation contains f |
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| January 11, 2022 |
January 2022 Governance Engagement Presentation Forward Looking Statements and Non-GAAP Financial Measures 2 Unless expressly indicated or the context requires otherwise, the terms ?Sotera Health,? ?Company,? ?we,? ?us,? and ?our? in this document refer to Sotera Health Company, a Delaware corporation, and, where appropriate, its subsidiaries on a consolidated basis. |
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| November 10, 2021 |
Sotera Health Reports Third-Quarter and Year-to-Date 2021 Results Exhibit 99.1 Sotera Health Reports Third-Quarter and Year-to-Date 2021 Results ?Q3 2021 net revenues of $226 million increased 13%, compared to Q3 2020 ?Q3 2021 net income of $27 million or $0.10 per diluted share, compared to net income of $0.01 million or $0.00 per diluted share in Q3 2020 ?Q3 2021 Adjusted EBITDA of $117 million increased 16%, compared to Q3 2020 ?Q3 2021 Adjusted EPS of $0.21 |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 27, 2021 |
Termination of a Material Definitive Agreement 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): August 27, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): August 12, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 12, 2021 |
Sotera Health Reports Second-Quarter and First-Half 2021 Results; Increases 2021 Outlook Exhibit 99.1 Sotera Health Reports Second-Quarter and First-Half 2021 Results; Increases 2021 Outlook ?Q2 2021 net revenues of $252 million increased approximately 18%, compared to Q2 2020 ?Q2 2021 net income of $43 million or $0.15 per diluted share, compared to net income of $7 million or $0.03 per diluted share in Q2 2020 ?Q2 2021 Adjusted EBITDA of $135 million increased approximately 18%, com |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| May 28, 2021 |
Submission of Matters to a Vote of Security Holders 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): May 27, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 13, 2021 |
Exhibit 10.2 EXECUTION VERSION REVOLVING FACILITIES AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of March 26, 2021 (this ?Amendment?), is made and entered into by and among Sotera Health Company (f/k/a Sotera Health Topco, Inc.), a Delaware corporation (?Holdings?), Sotera Health Holdings, LLC, a Delaware limited liability company (the ?Borrower?), each of the entities listed under the capti |
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| May 13, 2021 |
Sotera Health Reports First-Quarter 2021 Results EX-99.1 2 may132021-ex991.htm EX-99.1 Exhibit 99.1 Sotera Health Reports First-Quarter 2021 Results •Q1 2021 net revenues of $212 million increased 13%, compared to Q1 2020 •Q1 2021 net income of $11 million or $0.04 per diluted share, compared to a net loss of $2 million or $0.01 per diluted share in Q1 2020; Q1 2021 includes $14 million of expense related to the repricing of the Company’s Term L |
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| May 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 may132021-8k.htm 8-K 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): May 13, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorpor |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| March 31, 2021 |
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 31, 2021 (March 26, 2021) SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) ( |
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| March 18, 2021 |
25,000,000 Shares Sotera Health Company Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-254287 Prospectus 25,000,000 Shares Sotera Health Company Common Stock This is a public offering of shares of common stock of Sotera Health Company. The selling stockholders identified in this prospectus are offering 25,000,000 shares of our common stock. We are not selling any shares of common stock under this prospectus and |
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| March 15, 2021 |
Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sotera Health Company (Exact name of Registrant as specified in its charter) Delaware 7389 47-3531161 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) ( |
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| March 15, 2021 |
Exhibit 1.1 SOTERA HEALTH COMPANY [?] Shares of Common Stock Underwriting Agreement March [?], 2021 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Jefferies LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) LLC 11 Madison |
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| March 15, 2021 |
CORRESP 1 filename1.htm March 15, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Re: Sotera Health Company Registration Statement on Form S-1 File No. 333-254287 Acceleration Request Requested Date: March 17, 2021 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: In accordance with Ru |
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| March 15, 2021 |
[remainder of page intentionally left blank] March 15, 2021 VIA EDGAR Ms. Ada D. Sarmento Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sotera Health Company Registration Statement on Form S-1 (File No. 333-254287) Dear Mr. Edwards: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sotera Health Company (the ?Company?) hereby requests |
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| March 15, 2021 |
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 15, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 9, 2021 |
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 9, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 9, 2021 |
Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of March 9, 2021. Name of Subsidiary Jurisdiction of Incorporation Auralux Ent |
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| March 9, 2021 |
Exhibit 10.28 REFINANCING AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of January 20, 2021 (this ?Amendment?), is made and entered into by and among Sotera Health Company, a Delaware corporation (?Holdings?), Sotera Health Holdings, LLC, a Delaware limited liability company (the ?Borrower?), each of the entities listed under the caption ?Refinancing Lenders? on the signature pages hereto (ea |
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| March 9, 2021 |
Amended and Restated Registration Rights Agreement Exhibit 4.2 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG WARBURG PINCUS PRIVATE EQUITY XI, L.P., WARBURG PINCUS XI PARTNERS, L.P., WP XI PARTNERS, L.P., WARBURG PINCUS PRIVATE EQUITY XI-B, L.P., WARBURG PINCUS PRIVATE EQUITY XI-C, L.P., GTCR FUND XI/A LP, GTCR FUND XI/C LP, BULL CO-INVEST, L.P. GTCR CO-INVEST XI LP, THE STOCKHOLDERS ON SCHEDULE A HERETO, AND SOTERA HEALTH |
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| March 9, 2021 |
EX-99.2 3 march92021-ex992.htm EX-99.2 Fourth-Quarter and Full-Year 2020 Earnings Results March 9, 2021 Exhibit 99.2 Forward Looking Statements and Non-GAAP Financial Measures 2 This presentation contains forward-looking statements that reflect management’s expectations about future events and the Company’s operating plans and performance and speak only as of the date hereof. You can identify thes |
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| March 9, 2021 |
Exhibit 10.9 STOCKHOLDERS AGREEMENT BY AND AMONG SOTERA HEALTH COMPANY AND THE STOCKHOLDERS PARTY HERETO Dated as of November 19, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS Page Section 1.01. Certain Definitions 1 Section 1.02. Other Interpretive Provisions 6 ARTICLE II CORPORATE GOVERNANCE Section 2.01. The Board 7 Section 2.02. Indemnification. 10 Section 2.03. Financial Statements and Reports |
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| March 9, 2021 |
Sotera Health Reports Fourth-Quarter and Full-Year 2020 Results; Provides 2021 Outlook Exhibit 99.1 Sotera Health Reports Fourth-Quarter and Full-Year 2020 Results; Provides 2021 Outlook •Q4 2020 net revenues of $217 million increased 12%, compared to Q4 2019 •Q4 2020 net loss of $44 million or $0.17 per diluted share, compared to a net loss of $28 million or $0.12 per diluted share in Q4 2019; Q4 2020 and Q4 2019 include losses on extinguishment of debt of $44 million and $30 milli |
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| March 9, 2021 |
Employment Agreement by and between Sotera Health LLC and Michael P. Rutz, dated as of May 21, 2020 Exhibit 10.26 EXECUTION VERSION SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this ?Agreement?) is made as of May 21, 2020, by and among Sotera Health LLC, a Delaware limited liability company (the ?Company?), and Michael P. Rutz (?Executive?). Capitalized terms used but not otherwise defined herein are defined in Section 4 hereof; provided, that if any term is not defined herein, |
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| March 9, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39729 SOTERA HEALTH COMPANY (Exact na |
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| March 9, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOTERA HEALTH COMPANY Sotera Health Company was organized by filing its original Certificate of Formation with the Secretary of State of the State of Delaware on March 18, 2015 as Sterigenics-Nordion Topco, LLC. On November 7, 2017, Sterigenics-Nordion Topco, LLC converted to a corporation and changed its name to Sotera Health Topco, |
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| March 9, 2021 |
Description of our Common Stock Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Sotera Health Company (the ?Company,? ?Sotera Health,? ?we,? ?our? or ?us?) has one class of securities, common stock, par value $0.01 per share, registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). DESCRIPTION OF COMMON STOCK The foll |
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| March 9, 2021 |
Exhibit 10.27 Execution Version INCREMENTAL FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of December 17, 2020 (this ?Amendment?), is made and entered into by and among SOTERA HEALTH COMPANY, a Delaware corporation (?Holdings?), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the ?Borrower?), each of the entities listed under the caption ?Incremental Amendment Revo |
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| March 9, 2021 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SOTERA HEALTH COMPANY (as of November 19, 2020) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Sotera Health Company (the ?Corporation?) shall be fixed in the Corporation?s certificate of incorporation (as amended and/or restated from time to time, and including any certificates of designation then in effect, the ?Certificate of Incorpo |
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| March 1, 2021 |
Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on March 1, 2021 This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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| February 12, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sotera Health Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 83601L 102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 12, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sotera Health Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 83601L 102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| January 20, 2021 |
Sotera Health Announces Successful Repricing of its First Lien Term Loan Facility Exhibit 99.1 Sotera Health Announces Successful Repricing of its First Lien Term Loan Facility CLEVELAND, OH, Jan. 20, 2021 – Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that it has closed on an amendment repricing its First Lien Term Loan fac |
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| January 20, 2021 |
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): January 20, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 15, 2021 |
Regulation FD Disclosure - 8-K 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): January 15, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 11, 2021 |
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): January 11, 2021 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 11, 2021 |
Sotera Health Announces Preliminary Fourth-Quarter and Full-Year 2020 Revenue Exhibit 99.1 Sotera Health Announces Preliminary Fourth-Quarter and Full-Year 2020 Revenue CLEVELAND, OH, Jan. 11, 2021 – Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced certain unaudited preliminary fourth-quarter and full-year 2020 financial res |
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| December 18, 2020 |
Sotera Health Announces Debt Pay Down and Expansion of Revolving Credit Facility EX-99.1 Exhibit 99.1 Sotera Health Announces Debt Pay Down and Expansion of Revolving Credit Facility CLEVELAND, Dec. 18, 2020 (GLOBE NEWSWIRE) – Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, today announced that it has paid down over $1.1 billion of indebtedne |
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| December 18, 2020 |
8-K 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): December 14, 2020 SOTERA HEALTH COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-39729 47-3531161 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 23, 2020 |
46,600,000 Shares Sotera Health Company Common Stock Form 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-249648 Prospectus 46,600,000 Shares Sotera Health Company Common Stock This is the initial public offering of shares of common stock of Sotera Health Company. Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is $23.00 per share. Our c |
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| November 23, 2020 |
S-8 As filed with the Securities and Exchange Commission on November 23, 2020 Registration No. |
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| November 20, 2020 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOTERA HEALTH COMPANY (Exact name of registrant as specified in its charter) Delaware 47-3531161 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| November 18, 2020 |
Sotera Health Company Update and Supplement to Preliminary Prospectus Dated November 12, 2020 FWP Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated November 18, 2020 Relating to Preliminary Prospectus dated November 12, 2020 Registration No. |
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| November 18, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 18, 2020 Registration No. |
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| November 18, 2020 |
EX-10.30 Exhibit 10.30 [Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed.] RESTATED SUPPLY AGREEMENT BALCHEM CORPORATION / STERIGENICS U.S., LLC., STERIGENICS S. DE R.L. DE C.V., STERIGENICS CO |
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| November 17, 2020 |
Underwriter Acceleration Request J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Jefferies LLC 520 Madison Avenue New York, New York 10022 November 17, 2020 VIA EDGAR Mr. Chris Edwards Securities and Exchange Commission Office of Life |
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| November 17, 2020 |
Company Acceleration Request November 17, 2020 VIA EDGAR Mr. Chris Edwards Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sotera Health Company Registration Statement on Form S-1 (File No. 333-249648) Dear Mr. Edwards: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sotera Health Company (t |
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| November 13, 2020 |
Form S-1/A As filed with the Securities and Exchange Commission on November 13, 2020 Registration No. |
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| November 13, 2020 |
Form of Underwriting Agreement EX-1.1 Exhibit 1.1 SOTERA HEALTH COMPANY [•] Shares of Common Stock Underwriting Agreement [•], 2020 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Jefferies LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) LLC 11 Madison |
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| November 12, 2020 |
Form of Restricted Stock Agreement and Acknowledgement EX-10.31 Exhibit 10.31 SOTERA HEALTH COMPANY Form of Restricted Stock Agreement and Acknowledgement This Restricted Stock Agreement and Acknowledgement (this “Agreement”) is made effective as of [•], 2020 (the “Effective Date”), among Sotera Health Company, a Delaware corporation (the “Company”), Sotera Health Topco Parent, L.P. (the “Partnership”), and the party set forth on the signature page he |
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| November 12, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 12, 2020 Registration No. |
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| November 12, 2020 |
Non-Employee Director Compensation Policy EX-10.32 Exhibit 10.32 Sotera Health Company Non-Employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Sotera Health Company, a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers |
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| November 12, 2020 |
Form of Stockholders’ Agreement EX-10.9 Exhibit 10.9 STOCKHOLDERS AGREEMENT BY AND AMONG SOTERA HEALTH COMPANY AND THE STOCKHOLDERS PARTY HERETO Dated as of [●], 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Certain Definitions 1 Section 1.02. Other Interpretive Provisions 6 ARTICLE II CORPORATE GOVERNANCE Section 2.01. The Board 7 Section 2.02. Indemnification 10 Section 2.03. Financial Statements and Reports |
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| November 12, 2020 |
Form of Sotera Health Company 2020 Omnibus Incentive Plan Stock Option Grant Notice and Agreement EX-10.7 Exhibit 10.7 SOTERA HEALTH COMPANY 2020 OMNIBUS INCENTIVE PLAN FORM OF STOCK OPTION GRANT NOTICE Sotera Health Company, a Delaware corporation (the “Company”), pursuant to the Sotera Health Company 2020 Omnibus Incentive Plan and any applicable sub-plan for a particular country, as applicable (together, the “Plan”), has granted to the participant set forth below (the “Participant”), as of |
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| November 12, 2020 |
Sotera Health Company Supplemental Retirement Benefit Plan, effective as of January 1, 2018 EX-10.4 Exhibit 10.4 STERIGENICS INTERNATIONAL SUPPLEMENTAL RETIREMENT BENEFIT PLAN (Effective January 1, 2018) Sotera Health LLC (“Company”) hereby adopt the Sotera Health Supplemental Retirement Benefit Plan (“Plan”) on the terms and conditions described herein, effective as of January 1, 2018. Section 1. Purpose of Plan The purpose of the Plan is to provide for certain employees the benefits th |
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| November 12, 2020 |
EX-10.2 Exhibit 10.2 AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 10, 2020, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Scott Leffler (“Executive”). Capitalized terms used but not otherwise defined herein are defined in Section 4 hereof. WHEREAS, Executive enter |
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| November 12, 2020 |
EX-21.1 Exhibit 21.1 SOTERA HEALTH COMPANY The following is a list of subsidiaries of Sotera Health Company, omitting subsidiaries which are dormant entities without any operations and holding no or de minimis assets, and which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of September 30, 2020. Name of Subsidiary Jurisdiction of Incorporatio |
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| November 12, 2020 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 10, 2020, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Michael B. Petras, Jr. (“Executive”). Capitalized terms used but not otherwise defined herein are defined in Section 4 hereof. WHEREAS, Execut |
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| November 12, 2020 |
EX-10.6 Exhibit 10.6 SOTERA HEALTH COMPANY 2020 OMNIBUS INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT GRANT NOTICE Sotera Health Company, a Delaware corporation (the “Company”), pursuant to the Sotera Health Company 2020 Omnibus Incentive Plan and any applicable sub-plan for a particular country, as applicable (together, the “Plan”), has granted to the participant set forth below (the “Participant” |
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| November 12, 2020 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 10, 2020, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Matthew J. Klaben (“Executive”). Capitalized terms used but not otherwise defined herein are defined in Section 4 hereof. WHEREAS, Executive e |
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| November 12, 2020 |
Sotera Health Company 2020 Omnibus Incentive Plan EX-10.5 7 d93452dex105.htm EX-10.5 Exhibit 10.5 SOTERA HEALTH COMPANY 2020 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of this 2020 Omnibus Incentive Plan is to advance the interests of the Company and its stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make contributions to the Company and by providing those persons with incentives th |
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| November 12, 2020 |
Form of Certificate of Incorporation of the Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOTERA HEALTH COMPANY Sotera Health Company was organized by filing its original Certificate of Formation with the Secretary of State of the State of Delaware on March 18, 2015 as Sterigenics-Nordion Topco, LLC. On November 7, 2017, Sterigenics-Nordion Topco, LLC converted to a corporation and changed its name to Sotera Health Topco, |
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| November 12, 2020 |
CORRESP November 12, 2020 VIA EDGAR CORRESPONDENCE Mr. Chris Edwards Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sotera Health Company Amendment No. 1 to Registration Statement on Form S-1 Filed November 2, 2020 File No. 333-249648 Dear Mr. Edwards: On behalf of our client, Sotera Health Company (the “Comp |
