UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement
On September 17, 2025, Sotera Health Company (the “Company”), Sotera Health Holdings, LLC (“SHH”), certain subsidiaries of the Company, each 2025 Refinancing Term Lender (the “Refinancing Lenders”) and JPMorgan Chase Bank, N.A., as first lien Administrative Agent (the “Administrative Agent”), entered into Amendment No. 6 (the “Amendment”) to the First Lien Credit Agreement dated as of December 13, 2019, by and among the Company, SHH, the Administrative Agent and the lenders and issuing banks party thereto (the “Credit Agreement”).
Among other changes, the Amendment provides that the Refinancing Lenders will provide term loans (the “Repriced Term Loans”) to SHH in an aggregate principal amount of $1,423,029,875, which reflects the balance after the Company’s application of $75,000,000 of available cash to repay outstanding borrowings under its term loan facility.
The Amendment reduces the interest rate spread by 0.50% across term loans under the facility. The Repriced Term Loans shall have an applicable interest rate margin equal to Adjusted Term SOFR (as defined in the Credit Agreement) plus 2.50%, with a 0.00% floor (with optionality for the Company to elect Alternate Base Rate plus 1.50% or Adjusted Daily Simple SOFR plus 2.50% (each as defined in the Credit Agreement)). This pricing reflects both the 0.50% reduction implemented through this Amendment and a previously triggered 0.25% pricing step-down.
The Repriced Term Loans are also subject to a “soft call” premium of 1.00% for certain repricing transactions with respect to the Repriced Term Loans that occur within the six-month period after the effective date of the Amendment. The Repriced Term Loans amortize at a rate of 1.00% per annum and mature on May 30, 2031.
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 reference to 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. |
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 6, dated as of September 17, 2025, to the First Lien Credit Agreement dated as of December 13, 2019 by and among Sotera Health Company, Sotera Health Holdings, LLC, certain subsidiaries of Sotera Health Company, JPMorgan Chase Bank, N.A., as First Lien Administrative Agent, and the 2025 Refinancing Term Lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Sotera Health Company (Registrant) | ||||||
| Date: September 18, 2025 | By: | /s/ Jonathan M. Lyons | ||||
| Jonathan M. Lyons | ||||||
| Senior Vice President and Chief Financial Officer | ||||||