| Item 2.02. | Results of Operations and Financial Condition. |
See Item 7.01 - Updated Financial Guidance below, which is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
Preliminary Financial Results and Updated Financial Guidance
On February 13, 2023, Sotera Health Company (the “Company”) issued a press release reaffirming its 2022 full-year net revenue and full-year Adjusted EBITDA guidance, originally provided at the time of the Company’s third quarter earnings release (the “Press Release”). The Company also issued an expected range for 2022 full-year net loss. A copy of the Press Release is attached hereto as Exhibit 99.1.
This reaffirmation and range are based on information available to the Company as of February 13, 2023 and are subject to completion of the Company’s year-end financial closing procedures and audit by the Company’s independent registered public accounting firm. Accordingly, the final results and other disclosures for the year ended December 31, 2022 may differ materially from this preliminary estimated data. This preliminary estimated financial data should not be viewed as a substitute for financial statements prepared in accordance with US GAAP.
Term Loan B Facility
The Company also announced its intention to enter into a new Term Loan B facility in an aggregate principal amount of $425 million. The Company plans to use the proceeds of this incremental debt financing, along with cash on hand, to fund the planned $408 million ethylene oxide litigation settlement in Cook County, IL, to pay down existing borrowings under the Company’s revolving credit facility and to further enhance liquidity. There can be no assurance the Company will be successful in entering into such Term Loan B facility or other planned transactions on the expected terms, or at all, which will depend on market conditions and other factors subject to change.
The information in Item 2.02 and 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.
Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements that reflect management’s expectations about future events and the Company’s operating plans 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,” “may,” “plan,” “estimate,” “expect,” “intention,” or the negative version of those words or other comparable words, including statements regarding the potential terms, timing and completion of the Term Loan B facility and the planned use of proceeds. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, are forward-looking statements. Any forward-looking statements contained in this Current Report on Form 8-K are based upon our historical performance and on our current plans, estimates and expectations of the Company’s future performance and the future performance of the markets in which the Company operates 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, and there can be no assurance that the proposed Term Loan B facility or other planned transactions will be consummated on the terms described herein or at all. These forward-looking statements are subject to various risks, uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and
