Sotera Health Co. Files 8-K on Material Definitive Agreement

TL;DR

SOTERA HEALTH (SHC) filed an 8-K on 3/1/24 for a material definitive agreement. Watch for details.

AI Summary

On March 1, 2024, Sotera Health Co. entered into a material definitive agreement related to its financial obligations. The company, incorporated in Delaware, filed an 8-K report detailing this event. This filing is part of their ongoing reporting requirements under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant contractual or financial development for Sotera Health Co., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-39729 — SEC File Number (Identifies Sotera Health Co.'s filings with the SEC.)
• 47-3531161 — IRS Employer Identification No. (Identifies the company for tax purposes.)

Key Players & Entities

• Sotera Health Co. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• March 1, 2024 (date) — Date of Earliest Event Reported
• 9100 South Hills Blvd, Suite 300 (address) — Business Address
• Broadview Heights, OH (location) — Business Address City and State

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share SHC The Nasdaq
• $83,000,000 — nts in an aggregate principal amount of $83,000,000, (ii) that certain of the lenders provi
• $37,500,000 — ity in an aggregate principal amount of $37,500,000 and (iii) for the extension of the matu
• $423.750 m — Revolving Credit Facility which remains $423.750 million, the representations and warranti
• $14.3075 — r share ("Common Stock"), at a price of $14.3075 per share, subject to and upon the term

Filing Documents

• d786395d8k.htm (8-K) — 32KB
• d786395dex11.htm (EX-1.1) — 316KB
• d786395dex51.htm (EX-5.1) — 13KB
• d786395dex101.htm (EX-10.1) — 1383KB
• g786395dsp076.jpg (GRAPHIC) — 84KB
• g786395dsp76a.jpg (GRAPHIC) — 6KB
• 0001193125-24-058025.txt ( ) — 2390KB
• shc-20240301.xsd (EX-101.SCH) — 3KB
• shc-20240301_lab.xml (EX-101.LAB) — 18KB
• shc-20240301_pre.xml (EX-101.PRE) — 11KB
• d786395d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1* Underwriting Agreement, dated February 28, 2024, among the Company, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Jefferies LLC, as representatives of the several underwriters named therein, and the selling stockholders named in Schedule 2 thereto. 5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP. 10.1** Amendment No. 3, dated as of March 1, 2024, to the First Lien Credit Agreement dated as of December 13, 2019 by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto. 23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain portions of this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(6) promulgated under the Exchange Act. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. ** Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Sotera Health Company (Registrant) Date: March 4, 2024 By: /s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR