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Sotera Health Announces Pricing of Secondary Offering

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Sotera Health Company (SHC) announced a secondary offering of 25,000,000 shares of common stock at $14.75 per share, with selling stockholders including affiliates of Warburg Pincus LLC and GTCR LLC. The Company will not receive any proceeds from the offering, expected to close on March 4, 2024.
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The secondary offering of Sotera Health Company's common stock represents a notable event for current and potential investors. The pricing at $14.75 per share for 25 million shares indicates a considerable liquidity event for the selling stockholders, which include prominent private equity firms and company insiders. This transaction may have implications for the company's stock liquidity and could potentially affect the stock price due to the increased number of shares available in the market.

Investors should be aware that the company itself is not receiving any proceeds from this offering, which means the capital structure and operational funds remain unchanged. However, the sale by major affiliates and insiders might be interpreted as a signal about their perspective on the company's valuation or future prospects. The underwriters' option to purchase additional shares could further dilute existing shareholders if exercised.

It is also noteworthy that the company has agreed to pay certain offering expenses, which could impact its financial statements, albeit likely minimally in comparison to its overall financial position. The involvement of a robust team of underwriters and co-managers suggests a high level of interest and confidence in managing the offering successfully.

From a market dynamics perspective, the secondary offering by Sotera Health Company could be a strategic move by the selling stockholders to capitalize on favorable market conditions or to diversify their investment portfolios. The pricing of the offering relative to the current market price will be a critical factor for the market's reception of this event.

Analyzing the company's recent performance and market trends can provide insights into the timing of the offering. If the company's sector is experiencing growth, the offering might attract more interest, potentially minimizing any negative impact on the stock price. Conversely, if the sector is facing headwinds, the additional shares could weigh on the stock's performance.

Furthermore, the secondary offering could increase the stock's float, which is the number of shares available for trading. A larger float can lead to better price discovery and more stable trading volumes, which might appeal to institutional investors seeking liquidity. However, it could also mean more volatility if the market absorbs the new shares with difficulty.

In terms of compliance and regulatory considerations, the announcement indicates that a registration statement for the securities has been filed with the Securities and Exchange Commission (SEC) and has become effective automatically. This suggests that Sotera Health Company has met all the necessary regulatory requirements for the offering, which is critical for investor confidence.

The effectiveness of the registration statement also means that the company has provided the SEC and, by extension, potential investors, with requisite information about the offering, including financial statements and risks associated with the company. This transparency is essential for informed investment decisions.

It is also important to note that the offering is restricted from being sold in jurisdictions where it would be unlawful without proper registration or qualification under the applicable securities laws. This legal framework helps protect investors and maintain orderly markets.

CLEVELAND, Feb. 28, 2024 (GLOBE NEWSWIRE) -- Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the pricing of its secondary offering (the “Offering”) of 25,000,000 shares of its common stock, par value $0.01 per share, at a price to the public of $14.75 per share. All 25,000,000 shares are being offered by selling stockholders, which include certain affiliates of Warburg Pincus LLC and GTCR LLC, as well as two members of management and one member of the Board of Directors of the Company. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of common stock. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering. The Company has agreed to pay certain Offering expenses consistent with its obligations under its Amended and Restated Registration Rights Agreement.

The Offering is expected to close on March 4, 2024, subject to customary closing conditions.

J.P. Morgan, Goldman Sachs & Co. LLC, Citigroup and Jefferies are acting as joint lead book-running managers and as representatives of the underwriters for the Offering. Barclays, RBC Capital Markets and Santander US Capital Markets LLC are acting as joint book-running managers for the Offering. BNP PARIBAS, KeyBanc Capital Markets, Citizens JMP, Academy Securities, Loop Capital Markets, Penserra Securities LLC, Siebert Williams Shank and Tigress Financial Partners are acting as co-managers for the Offering.

The Offering is being made only by means of a prospectus. Copies of the final prospectus relating to the Offering may be obtained, when available, from: J.P. Morgan Securities, LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone 1-866-471-2526 or by email at Prospectus-ny@ny.email.gs.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone 1-877-821-7338 or by email at Prospectus_Department@Jefferies.com.

A registration statement relating to these securities was filed with the Securities and Exchange Commission on February 27, 2024 and became effective automatically.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-looking Statements:

Statements in this press release regarding the Company that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Certain of these risks and uncertainties are described in the Company’s registration statement on Form S-3 filed with the SEC, including under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recent Annual Report on Form 10-K. Forward-looking statements made in this release speak only as of the date of this release, and the Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances, except as required by law.

About Sotera Health:

Sotera Health Company is a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry. Sotera Health goes to market through three businesses – Sterigenics®, Nordion® and Nelson Labs®. Sotera Health is committed to its mission, Safeguarding Global Health®.

INVESTOR RELATIONS CONTACTS:

Jason Peterson
Vice President and Treasurer, Sotera Health
IR@soterahealth.com

MEDIA CONTACT:

Kristin Gibbs
Chief Marketing Officer, Sotera Health
kgibbs@soterahealth.com

Source: Sotera Health Company


FAQ

What is the ticker symbol for Sotera Health Company?

The ticker symbol for Sotera Health Company is SHC.

How many shares are being offered in the secondary offering?

25,000,000 shares of common stock are being offered in the secondary offering.

At what price are the shares being offered?

The shares are being offered at a price of $14.75 per share.

Who are the selling stockholders in the secondary offering?

The selling stockholders include affiliates of Warburg Pincus LLC and GTCR LLC, as well as two members of management and one member of the Board of Directors of the Company.

Will the Company receive any proceeds from the offering?

No, the Company will not receive any of the proceeds from the offering.

When is the expected closing date for the offering?

The offering is expected to close on March 4, 2024, subject to customary closing conditions.

Sotera Health Company

NASDAQ:SHC

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3.23B
127.49M
3.11%
81.23%
3.84%
Testing Laboratories
Professional, Scientific, and Technical Services
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United States of America
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About SHC

sotera health company provides sterilization, and lab testing and advisory services to the medical device, pharmaceutical, and food products industries in the united states and internationally. its sterilization services include gamma and electron beam irradiation, and eo processing; and lab services comprise analytical chemistry, medical device, and pharmaceutical lab testing, as well as microbiology testing. the company also provides co-60 and gamma irradiators, which are principal components to the gamma sterilization process. its microbiology testing services help customers to identify and measure the potential risks of microbes to a product and ensure that the quality of the products is maintained; and advisory services help customers in navigating the regulatory requirements applicable throughout the product lifecycle. the company was formerly known as sotera health topco, inc. and changed its name to sotera health company in october 2020. sotera health company was incorporated i