Sotera Health Affiliates Offer 31.8 Million Shares, Company Receives No Proceeds
Sotera Health is launching a secondary offering of 31.8 million common shares by affiliates of Warburg Pincus and GTCR, with no proceeds accruing to the company. Goldman Sachs will underwrite the deal and Sotera Health will cover all offering expenses under its amended registration rights agreement.
1. Offering Structure
Sotera Health is launching a secondary offering of 31,838,253 common shares by affiliates of Warburg Pincus LLC and GTCR LLC. The company is not selling any shares in this offering.
2. Financial Impact
Sotera Health will not receive any proceeds from the share sale, as all shares are sold by the private equity affiliates. Under the terms of its amended registration rights agreement, the company will cover all related offering expenses.
3. Underwriter and Registration
Goldman Sachs & Co. LLC is acting as the underwriter for the offering. The shares are being offered through a preliminary prospectus under an SEC registration statement that became effective in February 2024.
4. Dilution and Ownership Effects
The sale will increase the public float by 31.8 million shares, potentially diluting existing shareholders. Affiliates of Warburg Pincus and GTCR will reduce their combined stakes, although overall ownership proportions will depend on final sales allocation.