UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As a result of the stock sale described below, the number of directors that the Stockholders Agreement of Sotera Health Company (the “Company”) entitles GTCR to designate for election to the Board of Directors has decreased from three to two. On September 6, 2024, David A. Donnini, one of GTCR’s designees, notified the Company that, consistent with this decrease, he wished to resign as a director. With gratitude for Mr. Donnini’s exemplary service, the Company has accepted his resignation, effective September 6, 2024. As contemplated by the Stockholder’s Agreement, the size of the Board will decrease from 12 directors to 11. Mr. Donnini advised the Company that his decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company’s operations, policies, practices or otherwise.
| Item 8.01 | Other Events |
Underwriting Agreement
On September 4, 2024, Sotera Health Company, certain stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc., as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”) relating to the sale of 25,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) by the Selling Stockholders, at a price of $15.03 per share, subject to and upon the terms and conditions set forth therein. On September 6, 2024, the Selling Stockholders sold the Shares to the Underwriter pursuant to the Underwriting Agreement. The Company did not issue or sell any shares of Common Stock in that transaction and will not receive any proceeds from the sale of the Shares by the Selling Stockholders.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the validity of the Shares, is filed as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated September 4, 2024, among the Company, Citigroup Global Markets Inc., as underwriter, and the selling stockholders named in Schedule 2 thereto. | |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP. | |
| 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). | |
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: September 6, 2024 | By: | /s/ Jonathan M. Lyons | ||||
| Jonathan M. Lyons | ||||||
| Senior Vice President and Chief Financial Officer | ||||||