Item 1.01. Entry into a Material Definitive Agreement.
On
The Term Sheets provide an agreed path to final settlement of the Covered
Claims, subject to the satisfaction or waiver of the conditions described below.
The scope of the final settlement covers all claims that have been alleged or
could have been alleged by Eligible Claimants related to or arising from alleged
emissions of EO from Sterigenics' operations in or around
If the conditions to the Term Sheets are satisfied or waived, among other
things, (1) by or on
Under the Term Sheets, final settlement of the Covered Claims is conditioned, among other things, on (1) the entry of a stay of all pending Covered Claims, (2) Plaintiffs' Counsel obtaining opt-in consent from (i) 99% of all Eligible Claimants represented by the PEC law firms, (ii) 95% of all Eligible Claimants represented by law firms not on the PEC and (iii) 100% of all Eligible Claimants within certain specified subgroups, within 30 days of the date each Eligible Claimant receives all disclosure required by applicable state rules along with their individual settlement allocation (the "Participation Requirement"), which may be extended up to 30 additional days with the consent of the Settling Defendants, (3) the dismissal with prejudice of the Covered Claims of all Eligible Claimants participating in the settlement, and (4) court approval of the settlement as a good faith settlement under the Illinois Joint Contribution Among Tortfeasors Act. In addition, the Settling Defendants will have the right to elect not to proceed with final settlement of the Covered Claims if it is determined that 40 or more Eligible Claimants do not have valid claims or more than five new lawsuits are filed by Plaintiffs' Counsel representing plaintiffs in pending lawsuits relating to any Covered Claims. The Settling Defendants have the right to waive the Participation Requirement and elect to proceed with final settlement, in which case the settlement will be binding only on Eligible Claimants who have provided opt-in consent. The PEC has agreed, subject to the exercise of their independent professional judgment, to recommend to their clients that they participate in the settlement.
The Term Sheets do not cover (i) any unfiled claims of claimants that are not
current clients of the Plaintiffs' Counsel alleging injury resulting from
alleged use and/or emissions of EO from Sterigenics' operations in or around
The final settlement of claims contemplated under the Term Sheets may not occur or may not occur for all Eligible Claimants for a number of reasons including, but not limited to, a failure to obtain the required opt-in consents or a failure to obtain court approval of the settlement as a good-faith settlement.
The foregoing description of the Term Sheets is a summary only, does not purport
to be complete and is qualified in its entirely by reference to the full text of
the Term Sheets, copies of which will be filed as exhibits to the Company's
Annual Report on Form 10-K for the period ended
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," "could," "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 us. 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 us 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 satisfaction of the Participation Requirement; 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; and
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the possibility that other claims will be made in the future, including in
Item 7.01. Regulation FD Disclosure.
During the fourth quarter, to enhance liquidity in connection with projected
litigation-driven expenses, the Company borrowed
On
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release issued bySotera Health Company , datedJanuary 9, 2023
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