SHC Sotera Health Company

Sotera Health Company (Nasdaq: SHC) (the “Company”) today announced the pricing of its secondary offering (the “Offering”) of 25,000,000 shares of its common stock, par value $0.01 per share, at a price to the public of $14.75 per share. All 25,000,000 shares are being offered by selling stockholders, which include certain 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 has agreed to pay certain Offering expenses consistent with its obligations under its Amended and Restated Registration Rights Agreement.

The Offering is expected to close on March 4, 2024, subject to customary closing conditions.

J.P. Morgan, Goldman Sachs & Co. LLC, Citigroup and Jefferies are acting as joint lead book-running managers and as representatives of the underwriters for the Offering. Barclays, RBC Capital Markets and Santander US Capital Markets LLC are acting as joint book-running managers for the Offering. BNP PARIBAS, KeyBanc Capital Markets, Citizens JMP, Academy Securities, Loop Capital Markets, Penserra Securities LLC, Siebert Williams Shank and Tigress Financial Partners are acting as co-managers for the Offering.

The Offering is being made only by means of a prospectus. Copies of the final 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; 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, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 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 PetersonVice President and Treasurer, Sotera HealthIR@soterahealth.com

MEDIA CONTACT:

Kristin GibbsChief Marketing Officer, Sotera Healthkgibbs@soterahealth.com

Source: Sotera Health Company