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(Address of Principal Executive Offices) (Zip Code)
(i440) i262-1410
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________
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):
i☐
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:
Title
of Each Class
Trading
Symbol
Name of Exchange
on which registered
iCommon stock, $0.01 par value per share
iSHC
iThe
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 i☐
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 1.01. Entry into a Material Definitive Agreement.
On June 22, 2023, Sotera Health Company (the “Company”) and Sotera Health Holdings, LLC (“SHH”) entered
into an amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of December 13, 2019, by and among the Company, SHH, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent and the lenders and issuing banks party thereto (the “Credit Agreement”).
Consistent with the market phaseout of the London Interbank Offered Rate (LIBOR), this Amendment replaces the LIBOR-based reference interest rate option under the term loan with a reference interest rate option based on the Term Secured Overnight Financing Rate plus an applicable credit
spread adjustment of 0.11448% (for one-month interest periods), 0.26161% (for three-month interest periods) and 0.42826% (for six-month interest periods) (in all cases, subject to a minimum floor of 0.50%). Any difference in interest expense under the term loan as a result of the Amendment is not expected to be material.
The Amendment does not give effect to any material changes to the terms and conditions of the Credit Agreement, including the representations and warranties, events of default, affirmative or negative covenants.
The foregoing description of certain provisions of the Amendment and the underlying Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement and the Amendment, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 22, 2023, the
Company issued a press release (the “Press Release”) announcing the completion of the opt-in process for the January 2023 settlements of the ethylene oxide claims against Sotera Health LLC and Sterigenics U.S., LLC (“Sterigenics” and, together with Sotera Health LLC, the “Settling Defendants”) in the Circuit Court of Cook County, Illinois and the Settling Defendants’ election to proceed with the settlements.
879 of the 882 claimants eligible to participate in the settlement program have opted in. Pursuant to the settlement agreements, the three claimants who did not opt in created an option for the Settling Defendants to exercise walkaway rights. After evaluating the information about these claimants
and their cases, the Settling Defendants waived their walkaway rights and will proceed in the settlement with the 879 claimants who opted in. The amounts allocated by the Plaintiffs’ Executive Committee through the claims administration process to those claimants who did not opt in represent an immaterial fraction of the total $408 million settlement and will remain in escrow until December 31, 2023, at which point, absent opt in election of those claimants, those funds will revert to Sterigenics.
The Circuit Court has entered an order confirming that these are good-faith settlements under the Illinois Contribution Among Joint Tortfeasors Act.
The information in this 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 report contains forward-looking statements that reflect management’s expectations about
future events 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,”“expect,”“may,”“post-trial,”“appeal,”“believe,”“continue,” or other comparable words. Any forward-looking statements contained in this report are based upon current plans, estimates and expectations in light of information currently available to the Company. 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 the
Company will be achieved. These forward-looking statements are subject to various risks, uncertainties and assumptions including, without limitation, changes in environmental, health and safety regulations; satisfaction of conditions to completing the settlement, including the impact of, and developments in, current and future legal proceedings and liability claims related to purported exposure to emissions of EO from Sterigenics’ facilities, including claims not encompassed by the settlement that are presently pending against Sterigenics and related co-defendants in Illinois, Georgia and New Mexico; capital market and other risks to our ability to raise additional debt financing on reasonable terms or at all, including availability of capital and the impact of future litigation developments on our ability to access capital markets; and the possibility that other claims will be made in the future, including in Illinois. For additional discussion of these risks and
uncertainties, please refer to those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and the Company’s other filings with the Securities and Exchange Commission, including under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” as well as the Current Report on Form 8-K filed by the Company on January
10, 2023 disclosing the terms of the settlement. The Company does not undertake any obligation to publicly update or revise these forward-looking statements, except as otherwise required by law.
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.
