Sotera Health Files 8-K for Regulation FD Disclosure

TL;DR

Sotera Health filed an 8-K for a Reg FD disclosure. No specific numbers yet, but keep an eye out.

AI Summary

Sotera Health Co. filed an 8-K on May 23, 2024, to report a Regulation FD Disclosure. The filing does not contain specific financial figures or material events beyond the disclosure itself. The company is incorporated in Delaware and its principal executive offices are located in Broadview Heights, Ohio.

Why It Matters

This filing indicates Sotera Health is making a public disclosure under Regulation FD, which ensures all investors receive important information simultaneously. Investors should monitor for the specific details of this disclosure.

Risk Assessment

Risk Level: low — The filing is a standard procedural disclosure without immediate financial impact or significant new information.

Key Players & Entities

• Sotera Health Co. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Broadview Heights, Ohio (location) — Principal Executive Offices
• May 23, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value per share SHC The Nasdaq Stoc
• $750,000,000 — ings, LLC ("SHH") priced an offering of $750,000,000 aggregate principal amount of its 7.375

Filing Documents

• shc-20240523.htm (8-K) — 29KB
• 0001822479-24-000024.txt ( ) — 154KB
• shc-20240523.xsd (EX-101.SCH) — 2KB
• shc-20240523_lab.xml (EX-101.LAB) — 22KB
• shc-20240523_pre.xml (EX-101.PRE) — 13KB
• shc-20240523_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 23, 2024, Sotera Health Company (the "Company") announced that its direct subsidiary Sotera Health Holdings, LLC ("SHH") priced an offering of $750,000,000 aggregate principal amount of its 7.375% senior secured notes due 2031 (the "Notes"). The Company intends to use the net proceeds from this offering, together with the net proceeds of the previously announced new term loan (the "New Term Loan") under the First Lien Credit Agreement dated as of December 13, 2019, as amended, by and among the Company, SHH, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto (the "Credit Agreement") and cash on hand, to refinance the term loans outstanding under the Credit Agreement and the First Lien Credit Agreement dated as of February 23, 2023, by and among the Company, SHH, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders party thereto. The sale of the Notes and the New Term Loan are expected to close on May 30, 2024, subject to customary closing conditions. The closing of the Notes offering is subject to the substantially concurrent completion of the New Term Loan. The Notes will be guaranteed by the Company and each of the other entities that guarantees the Credit Agreement as of the issue date. The Notes and the related guarantees will be secured on a first lien basis by substantially all assets of SHH and the other guarantors (other than any excluded assets and subject to certain other exceptions). The Notes and the related guarantees have been offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes and the related guarantees have not been, and will not be, registered under the Securit

Forward-looking Statements

Forward-looking Statements 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 report contains forward-looking statements that reflect management's expectations about future events and speak only as of the date hereof. You can identify these forward-looking statements by the use of forward-looking words such as "will," "intends," "expect" or other comparable words. Any forward-looking statements contained in this report are based upon current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements are subject to various risks, uncertainties and assumptions including, without limitation, the risk that the Company will not be able to complete the offering of the Notes and/or the New Term Loan in a timely manner or at all. For additional discussion of these risks and uncertainties, please refer to the Company's other filings with the SEC, such as its annual and quarterly reports. We do not undertake any obligation to publicly update or revise these forward-looking statements, except as required by law.

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: May 23, 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