Sotera Health Co. Announces Material Agreements and Financial Obligations

TL;DR

Sotera Health just signed and terminated some big deals, creating new debt and changing shareholder rights. Big moves happening.

AI Summary

Sotera Health Company announced on May 30, 2024, that it entered into a material definitive agreement and also terminated a material definitive agreement. The company also disclosed the creation of a direct financial obligation and modifications to the rights of security holders. These events are categorized under Regulation FD Disclosure and Other Events.

Why It Matters

This filing indicates significant changes in Sotera Health's contractual and financial standing, which could impact its future operations and investor relations.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material definitive agreements, along with the creation of new financial obligations, suggests potential volatility and strategic shifts for the company.

Key Players & Entities

• Sotera Health Company (company) — Registrant
• May 30, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value per share SHC The Nasdaq Stoc
• $1,509,350,000 — SHH in an aggregate principal amount of $1,509,350,000. Pursuant to the Amendment, the Refinan
• $750 million — ndenture") governing SHH's newly issued $750 million aggregate principal amount of 7.375% se

Filing Documents

• shc-20240530.htm (8-K) — 44KB
• shc_20240530xexhibitx99x1.htm (EX-99.1) — 13KB
• soterahealth_vxclrxrgbxrega.jpg (GRAPHIC) — 234KB
• 0001822479-24-000029.txt ( ) — 513KB
• shc-20240530.xsd (EX-101.SCH) — 2KB
• shc-20240530_lab.xml (EX-101.LAB) — 22KB
• shc-20240530_pre.xml (EX-101.PRE) — 13KB
• shc-20240530_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Credit Agreement On May 30, 2024, Sotera Health Company (the "Company"), Sotera Health Holdings, LLC ("SHH"), certain subsidiaries of the Company (the "Guarantors"), JPMorgan Chase Bank, N.A., as the 2024 Refinancing Term Lender (the "Refinancing Lender"), the revolving lenders party thereto and JPMorgan Chase Bank, N.A., as first lien Administrative Agent (the "Administrative Agent") entered into Amendment No. 4 (the "Amendment") to the First Lien Credit Agreement dated as of December 13, 2019, by and among the Company, SHH, the Administrative Agent and the lenders and issuing banks party thereto (the "Credit Agreement"). Among other changes, the Amendment provides that the Refinancing Lender will provide term loans (the "Refinancing Term Loans") to SHH in an aggregate principal amount of $1,509,350,000. Pursuant to the Amendment, the Refinancing Term Loans shall have an applicable interest rate margin per annum equal to (i) ABR plus 2.25% for ABR Loans (as defined in the Credit Agreement), (ii) daily simple SOFR plus 3.25% for RFR Loans (as defined in the Credit Agreement) and (iii) Term SOFR plus 3.25% for Term Benchmark Loans (as defined in the Credit Agreement), in each case with a 0% applicable floor and the applicable interest rate margin shall be subject to a pricing step-down of 0.25% when the Senior Secured Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 3.30:1.00. The Refinancing Term Loans are also subject to a "soft call" premium of 1.00% for certain repricing transactions with respect to the Refinancing Term Loans that occur within the six-month period after the effective date of the Amendment. The Refinancing Term Loans amortize at a rate of 1.00% per annum and mature on May 30, 2031. The foregoing description of certain provisions of the Amendment and the underlying Credit Agreement does not purport to be complete and is qualified in its entirety by reference to

02. Termination of a material definitive agreement

Item 1.02. Termination of a material definitive agreement. On May 30, 2024, the proceeds from the Refinancing Term Loans and the issuance of the Notes and cash on the balance sheet were used, in part, to refinance all of the Company's outstanding existing term loans under 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 "2023 Credit Agreement"), pursuant to which all of the outstanding obligations under the 2023 Credit Agreement were repaid in full and the 2023 Credit Agreement was terminated. 3 Item 2.03. Creation of a Direct Financial Obligation or an obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under Item 1.01 above is incorporated herein by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The Indenture contains covenants that limit, among other things, SHH's ability to pay dividends on its capital stock, subject to certain exceptions, which may in turn, impact the ability of holders of the Company's common stock to receive dividends. For more information, see the Indenture, which will be filed with the Securities and Exchange Commission in connection with the Company's Form 10-Q for the quarter ended June 30, 2024.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 30, 2024, the Company issued a press release announcing that the Amendment has been entered into and that the private offering of the Notes had been completed. A copy of the press release is furnished with this report as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On May 23, 2024, SHH, the Company and the Guarantors entered into a purchase agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule I to such purchase agreement, relating to the Notes offering.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated May 30, 2024. 4

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 30, 2024 By: /s/ Jonathan M. Lyons Jonathan M. Lyons Senior Vice President and Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR