UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 9, 2023
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SOTERA HEALTH COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-39729 | | 47-3531161 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9100 South Hills Blvd, Suite 300
Broadview Heights, Ohio 44147
(Address of Principal Executive Offices) (Zip Code)
(440) 262-1410
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Exchange on which registered |
| Common stock, $0.01 par value per share | | SHC | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
Updated Financial Guidance
On January 9, 2023, Sotera Health Company (the “Company”) issued a press release announcing preliminary revenue results for full-year 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.
These preliminary revenue results are based on information available to the Company as of January 9, 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. The range of revenues included in the Press Release is in line with the guidance provided at the time of the Company’s third quarter earnings release.
J.P. Morgan Healthcare Conference Presentation
As previously announced, Michael B. Petras, Jr., Chairman and CEO of the Company, will deliver a business update at the 41st Annual J.P. Morgan Healthcare Conference on January 9, 2023 at 7:30 p.m. Eastern. A copy of the Company's slide presentation and a link to the live presentation, or a replay of the webcast of the presentation, may be accessed via the Investor Relations section of the Company's website.
Incremental Debt Capital Raise
The Company is considering incremental debt financing in the first quarter of 2023 to further enhance liquidity due to needs associated with litigation, including to secure collateral needed for our appeal of the adverse judgment in the Illinois ethylene oxide litigation. This financing may include secured debt raised in the bank or capital markets, which may increase Company leverage above its long-term target net leverage range of 2.0x – 4.0x. There can be no assurance Sotera Health will be successful in obtaining such financing, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
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.
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| Sotera Health Company (Registrant) |
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| Date: January 9, 2023 | By: | | /s/ Michael F. Biehl |
| | | Michael F. Biehl |
| | | Interim Chief Financial Officer |
