Sotera Health Announces Secondary Offering of Common Stock with Goldman Sachs as Underwriter

Wednesday, Sep 3, 2025 5:00 pm ET1min read

Sotera Health Company has announced a secondary offering of 20 million shares of its common stock by affiliates of Warburg Pincus and GTCR. Goldman Sachs & Co. LLC is the underwriter. The company will not receive any proceeds from the offering and will pay expenses. The offering is subject to market conditions and the company's registration statement has been filed with the SEC.

Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services, has announced a secondary offering of 20 million shares of its common stock. The offering, which is being conducted by selling stockholders affiliated with Warburg Pincus and GTCR, is underwritten by Goldman Sachs & Co. LLC [1].

The company itself is not selling any shares and will not receive any proceeds from the offering. Instead, it will cover the offering expenses per its Amended and Restated Registration Rights Agreement. The offering will be made through a prospectus, with a registration statement already filed and effective with the SEC [1].

The offering is significant as it involves the sale of 20 million shares by private equity firms Warburg Pincus and GTCR. This move could indicate several scenarios, including portfolio rebalancing, profit-taking, or reduced confidence in future growth prospects. The market often interprets such moves negatively, as large blocks of shares hitting the market can create temporary selling pressure [1].

The appointment of Goldman Sachs as the sole underwriter suggests a coordinated, controlled distribution of these shares to minimize market disruption. Investors should note that private equity firms typically have investment timelines and exit strategies built into their models. This offering could simply represent a planned liquidity event rather than a fundamental reassessment of Sotera's prospects [1].

What is particularly telling is that the selling is limited to these two private equity backers, with no participation from company insiders or other shareholders. This provides a more nuanced picture of the transaction's significance [1].

The offering is subject to market conditions and the company's registration statement has been filed with the SEC. Copies of the preliminary prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at Prospectus-ny@ny.email.gs.com [1].

Sotera Health Company is committed to its mission, Safeguarding Global Health®, and operates through three businesses: Sterigenics®, Nordion®, and Nelson Labs®. The company's investor relations contacts are Jason Peterson, Vice President, Investor Relations and Treasurer, Sotera Health, and Kristin Gibbs, Chief Marketing Officer, Sotera Health [1].

References:
[1] https://www.stocktitan.net/news/SHC/sotera-health-announces-secondary-offering-of-common-efm50syuu2gl.html

Sotera Health Announces Secondary Offering of Common Stock with Goldman Sachs as Underwriter

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