Sotera Health Announces Secondary Offering of Common Stock

Rhea-AI Summary

Sotera Health Company announces a secondary offering of 25,000,000 shares of common stock by selling stockholders, including affiliates of Warburg Pincus LLC and GTCR, LLC. Underwriters have an option to purchase an additional 3,750,000 shares. The Company will not receive proceeds from the Offering.

Positive

• None.

Negative

• The Company will not receive any proceeds from the Offering, which might indicate a lack of direct financial benefit for the company from this transaction.

Insights

Financial Analyst

The launch of a secondary offering of 25,000,000 shares by existing stockholders of Sotera Health Company signifies a liquidity event for the selling shareholders, which includes major affiliates and members of the company's management and board. This move will not dilute current shareholders since the company isn't issuing new shares, but it could impact the stock's price due to the increased availability of shares in the market.

An important aspect is the underwriters' option to purchase additional shares, which can serve as an indicator of the offering's reception and potential over-allotment. The involvement of top-tier financial institutions as joint lead book-running managers may provide a level of confidence to potential investors regarding the handling of the offering.

Investors should monitor the post-offering share price for potential volatility. The fact that the company is not receiving proceeds may raise questions about its capital requirements and future growth financing strategies.

Market Research Analyst

Secondary offerings are often a reflection of a company's maturity and the desire of early investors to realize gains. The profile of the selling stockholders, including prominent private equity firms, suggests a strategic exit or portfolio rebalancing, which could influence investor sentiment.

Market dynamics surrounding such offerings can provide insights into investor appetite for the company's stock and the broader sector's health. The immediate effect on the company's market capitalization will be minimal, but the long-term impact on stock performance depends on market perception and the company's operational performance following the offering.

Investors should consider the secondary offering's timing and context within the industry, as it could signal broader trends or shifts in the healthcare and technology services sector.

Legal Expert

The effectiveness of the registration statement filed with the SEC is a procedural but critical step, ensuring compliance with federal securities laws and providing investors with essential information. The disclaimer about the offering not constituting an offer in certain jurisdictions is a standard legal precaution, emphasizing the importance of adhering to varied securities regulations.

Investors should review the prospectus to understand the risks and the selling stockholders' intentions. The legal framework of the Amended and Restated Registration Rights Agreement, which outlines the company's obligations to pay offering expenses, is also noteworthy as it reflects on the contractual arrangements between the company and its shareholders.

CLEVELAND, Feb. 27, 2024 (GLOBE NEWSWIRE) -- Sotera Health Company (the “Company”) today announced the launch of a secondary offering (the “Offering”) of 25,000,000 shares of its common stock, par value $0.01 per share. All 25,000,000 shares are being offered for sale by selling stockholders, which 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. 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 will pay the expenses of the Offering pursuant to its obligations under its Amended and Restated Registration Rights Agreement.

J.P. Morgan , Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Jefferies are acting as joint lead book-running managers and as representatives of the underwriters 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: 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 or 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 Global Markets Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at 1-800-831-9146; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, 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

How many shares are being offered in the secondary offering by Sotera Health Company?

Sotera Health Company is offering 25,000,000 shares of its common stock in the secondary offering.

Who are the selling stockholders in the secondary offering by Sotera Health Company?

The selling stockholders in the secondary offering by Sotera Health Company 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.

What is the role of underwriters in the secondary offering by Sotera Health Company?

Underwriters in the secondary offering by Sotera Health Company have the option to purchase an additional 3,750,000 shares of common stock.

Will Sotera Health Company receive any proceeds from the secondary offering?

Sotera Health Company will not receive any proceeds from the secondary offering.