Sotera Health Announces Secondary Offering of Common Stock

Rhea-AI Summary

Sotera Health (Nasdaq: SHC) has announced a secondary offering of 20 million shares of its common stock. The offering is being conducted by selling stockholders affiliated with Warburg Pincus and GTCR, with Goldman Sachs & Co. LLC serving as the underwriter.

The company itself is not selling any shares and will not receive any proceeds from the offering, although it will cover the offering expenses per its Amended and Restated Registration Rights Agreement. The offering will be made through a prospectus, with a registration statement already filed and effective with the SEC.

Positive

• None.

Negative

• Large secondary offering of 20 million shares could create selling pressure
• Company receiving no proceeds from the offering while bearing the expenses
• Major shareholders (Warburg Pincus and GTCR) reducing their stake in the company

CLEVELAND, Sept. 03, 2025 (GLOBE NEWSWIRE) -- Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 20,000,000 shares of its common stock, par value $0.01 per share. All 20,000,000 shares are being offered for sale by certain affiliates of Warburg Pincus LLC (“Warburg Pincus”) and GTCR LLC (“GTCR”) as selling stockholders. No other entities, and no individuals, are selling shares in the Offering. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering. The Company will pay the expenses of the Offering pursuant to its obligations under its Amended and Restated Registration Rights Agreement.

Goldman Sachs & Co. LLC is acting as the underwriter for the Offering.

The Offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the Offering may be obtained, when available, from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at Prospectus-ny@ny.email.gs.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,” 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, Investor Relations and Treasurer, Sotera Health
IR@soterahealth.com

MEDIA CONTACT:

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

Source: Sotera Health Company

FAQ

How many shares are being offered in Sotera Health's (SHC) secondary offering?

Sotera Health's secondary offering consists of 20 million shares of common stock being sold by affiliates of Warburg Pincus and GTCR.

Will Sotera Health (SHC) receive any proceeds from the secondary offering?

No, Sotera Health will not receive any proceeds from the offering, as all shares are being sold by existing stockholders. However, the company will pay the offering expenses.

Who is underwriting Sotera Health's (SHC) secondary offering?

Goldman Sachs & Co. LLC is acting as the sole underwriter for the secondary offering.

Who are the selling stockholders in Sotera Health's (SHC) secondary offering?

The selling stockholders are certain affiliates of Warburg Pincus LLC and GTCR LLC. No other entities or individuals are selling shares in the offering.

When did Sotera Health's (SHC) registration statement for this offering become effective?

The registration statement was filed with the SEC on February 27, 2024, and became effective automatically.